Dyadic International (DYAI) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 18, 2026, with shareholders voting on key proposals including director election, a reverse stock split, auditor ratification, and executive compensation approval.

• Shareholders of record as of April 24, 2026, are entitled to vote, with 36,438,703 shares outstanding.

• Voting can be conducted online, by phone, mail, or during the virtual meeting, with detailed instructions provided.

• The board recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Proposal 1: Election of one Class I director (Seth J. Herbst, M.D.) for a term expiring in 2029.

• Proposal 2: Authorization for a reverse stock split at a ratio between 2:1 and 10:1, at the board's discretion, to address Nasdaq listing compliance.

• Proposal 3: Ratification of Crowe LLP as independent auditor for 2026.

• Proposal 4: Advisory vote on 2025 executive compensation.

• Shareholder proposals for the 2027 meeting must be submitted by January 11, 2027.

Board of directors and corporate governance

• The board consists of four members, with a classified structure and separation of CEO and Chairman roles.

• All directors attended 2025 board and committee meetings; independence is determined per Nasdaq standards.

• Committees include Audit, Compensation, and Nominating, each with defined charters and independent members.

• The board actively oversees risk, including financial, compliance, and IT risks.

• Shareholder communications are facilitated through direct correspondence with the board.