Daré Bioscience (DARE) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 11, 2026, and will be held virtually to increase accessibility and reduce costs and environmental impact.

• Stockholders as of April 14, 2026, are entitled to vote on key proposals, including director elections, auditor ratification, executive compensation, equity issuances, and amendments to the stock incentive plan.

• Voting can be conducted online, by phone, or by mail, with detailed instructions provided to ensure all shares are represented.

Voting matters and shareholder proposals

• Proposals include electing two Class III directors, ratifying the independent auditor, approving executive compensation, determining the frequency of say-on-pay votes, authorizing potential share issuances to Lincoln Park Capital, amending the 2022 Stock Incentive Plan, and approving adjournments if needed.

• Shareholder 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 staggered three-year terms; all directors except the CEO are independent under Nasdaq rules.

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

• Annual self-evaluations, director orientation, and continuing education are emphasized.

• Policies include an insider trading policy, a clawback policy for incentive compensation, and prohibitions on hedging and short-term trading.