Dogwood Therapeutics (DWTX) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on June 16, 2026, with all proxy materials available online and by mail.

• Stockholders will vote on director elections, auditor ratification, an amendment to increase authorized shares, and advisory votes on executive compensation and its frequency.

• The Board recommends voting in favor of all proposals and for annual advisory votes on executive compensation.

Voting matters and shareholder proposals

• Seven directors are nominated for election, all currently serving.

• Ratification of Forvis Mazars, LLP as independent auditor for 2026 is proposed.

• Proposal to amend the Certificate of Incorporation to increase authorized common stock to 195,000,000 and preferred stock to 5,000,000.

• Advisory votes on executive compensation (Say-on-Pay) and on the frequency of such votes (Say-on-Frequency), with the Board recommending annual votes.

• Procedures for submitting shareholder proposals and director nominations for the 2027 meeting are outlined.

Board of directors and corporate governance

• The Board consists of seven members with diverse backgrounds in pharma, finance, and operations.

• Four directors are deemed independent under Nasdaq and SEC rules.

• Three standing committees: Audit, Compensation, and Nominating, all with independent members.

• The Board meets regularly, including executive sessions without management.

• Stockholders can communicate directly with the Board, and a Code of Business Conduct and Ethics is in place.