Decoy Therapeutics (DCOY) Proxy Filing summary

Executive summary

• A special meeting of stockholders is scheduled for February 24, 2026, to vote on key proposals following a merger and rebranding, with the company now trading under a new ticker symbol on Nasdaq.

• The merger with Decoy Therapeutics was completed in November 2025, resulting in a new capital structure and issuance of preferred stock to legacy stakeholders.

• The company is seeking to meet Nasdaq's initial listing standards, including a minimum stock price, and will call a future meeting for additional approvals once these criteria are met.

Voting matters and shareholder proposals

• Proposal 1: Approval of the 2026 Equity Incentive Plan, authorizing 1,100,000 shares initially, with annual increases tied to outstanding shares.

• Proposal 2: Approval of a reverse stock split at a ratio between 1-for-4 and 1-for-15, to be determined by the board before February 24, 2027.

• Proposal 3: Approval to adjourn or postpone the meeting if more time is needed to solicit votes for the above proposals.

• The board recommends voting FOR all proposals.

Board of directors and corporate governance

• The board is classified into three classes with staggered three-year terms, and vacancies are filled by the board.

• Directors may only be removed for cause by a supermajority vote, and special meetings can only be called by board resolution.

• Advance notice is required for shareholder proposals and director nominations.