Daré Bioscience (DARE) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 11, 2026, and will be held virtually, allowing shareholders to vote online or by proxy on several key proposals.

• Shareholders will vote on the election of two Class III directors, ratification of the independent auditor, executive compensation, frequency of say-on-pay votes, potential share issuance to Lincoln Park Capital, and an amendment to the 2022 Stock Incentive Plan.

• The board recommends voting in favor of all proposals, emphasizing the importance of flexibility in capital raising and competitive compensation practices.

Voting matters and shareholder proposals

• Proposals include electing two Class III directors, ratifying Haskell & White LLP as auditor, approving executive compensation, determining frequency of say-on-pay votes, approving potential share issuance to Lincoln Park Capital, amending the 2022 Stock Incentive Plan, and authorizing adjournment if needed for Proposals 5 and 6.

• Shareholders are encouraged to vote online, by phone, or by mail, and can change their vote up to the meeting date.

• Stockholder proposals and director nominations for the next annual meeting must be submitted between February 11 and March 13, 2027.

Board of directors and corporate governance

• The board is divided into three classes, with annual elections for one class; all directors except the CEO are independent.

• Board committees include Audit, Compensation, Nominating & Corporate Governance, and a Strategic and Pricing Committee.

• The board conducts annual self-evaluations and emphasizes director education and succession planning.

• Policies prohibit short-term trading, hedging, and require a minimum holding period for shares.