Delcath Systems (DCTH) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 15, 2025, to be held virtually; no physical attendance permitted.

• Record date for voting eligibility is March 20, 2025; multiple classes of stock, including Common and Preferred, are entitled to vote, subject to certain limitations.

• Proposals include director elections, amendments to equity and employee stock purchase plans, auditor ratification, and a say-on-pay advisory vote.

• Board recommends voting FOR all proposals; proxy voting available online, by phone, or mail.

Voting matters and shareholder proposals

• Election of two Class I directors (Gerard Michel and Gilad Aharon) for terms expiring in 2028.

• Amendment to 2020 Omnibus Equity Incentive Plan to add 2,200,000 shares for equity awards.

• Amendment to 2021 Employee Stock Purchase Plan to add 300,000 shares.

• Ratification of CBIZ CPAs as independent auditor for fiscal year ending December 31, 2025.

• Advisory vote on executive compensation (say-on-pay).

• Shareholder proposals for the 2026 meeting must be submitted 120 days before the anniversary of this proxy statement's release.

Board of directors and corporate governance

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

• Board is divided into three classes with staggered terms; leadership roles are separated between CEO and Chairman.

• Committees include Audit, Compensation, and Nominating & Corporate Governance, all with independent members.

• Board skill set emphasizes diversity in experience, industry knowledge, and strategic insight.

• Code of Conduct and anti-hedging/pledging policies in place; clawback policy adopted per Dodd-Frank requirements.