Delcath Systems (DCTH) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on May 13, 2026, with voting on four key proposals and no physical attendance option.

• Proposals include electing two directors, amending the equity incentive plan, ratifying the external auditor, and a say-on-pay advisory vote.

• Only stockholders of record as of March 16, 2026, are entitled to vote, with detailed instructions for proxy and virtual voting.

• The Board recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Proposal 1: Elect Elizabeth Czerepak and John R. Sylvester as Class II directors for terms expiring in 2029.

• Proposal 2: Approve an amendment to the 2020 Omnibus Equity Incentive Plan to add 1,800,000 shares.

• Proposal 3: Ratify CBIZ CPAs P.C. as the independent auditor for fiscal year 2026.

• Proposal 4: Approve, on a non-binding basis, executive compensation as disclosed.

• Shareholder proposals for the 2027 meeting must be submitted at least 120 days before the anniversary of the 2026 proxy statement release.

Board of directors and corporate governance

• The Board consists of six members, with a majority classified as independent under Nasdaq rules.

• Board leadership is separated between the CEO and Non-Executive Chairman.

• Three standing committees: Audit, Compensation, and Nominating & Corporate Governance, all with independent chairs.

• Board and committee attendance exceeded 75% for all directors in 2025.

• The Board seeks diverse skills and backgrounds and considers shareholder recommendations for director nominees.