DBV Technologies (DBV) Proxy filing summary

Executive summary

• The annual general meeting will be held on June 11, 2025, with both in-person and webcast participation options for shareholders.

• The agenda includes approval of 2024 financial statements, allocation of losses, renewal of directors, compensation matters, and a broad range of capital and governance authorizations.

• The company navigated regulatory challenges in 2024, secured FDA alignment for its lead product, and completed a transformational financing in early 2025, ensuring funding through potential commercial launch.

• Shareholders will vote on 39 resolutions, covering both ordinary and extraordinary matters, with the Board recommending a vote in favor of all proposals.

Voting matters and shareholder proposals

• Resolutions include approval of annual and consolidated financials, allocation of losses, and agreements with major shareholders.

• Shareholders will vote on director renewals, compensation policies, share buybacks, capital increases, equity plans, and bylaw amendments.

• Extraordinary resolutions seek authority for various capital increases, mergers, equity issuances (including ATM programs), and employee incentive plans.

• Shareholders may submit proposals for future meetings, with clear deadlines and procedures outlined.

Board of directors and corporate governance

• The Board consists of ten members, with a majority deemed independent under Nasdaq rules; three directors are considered non-independent under French law.

• Board committees include Audit, Compensation, and Nominating & Governance, each with defined charters and responsibilities.

• The Board held 22 meetings in 2024, with high attendance and regular executive sessions for independent directors.

• The Chairman and CEO roles are separated, reinforcing board independence and oversight.

• Bylaw amendments are proposed to allow board decisions by written consultation and to set an age limit of 80 for the Chairman.