Eledon Pharmaceuticals (ELDN) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for June 10, 2025, to vote on four key proposals, including director elections, amendments to the certificate of incorporation, and auditor ratification.

• Stockholders of record as of April 11, 2025, are eligible to vote in person or by proxy via internet, phone, or mail.

• The company qualifies as a smaller reporting company and utilizes certain disclosure exemptions.

Voting matters and shareholder proposals

• Proposal 1: Elect three Class II directors to serve until the 2028 annual meeting.

• Proposal 2: Approve an amendment to increase authorized common stock from 200M to 300M shares.

• Proposal 3: Approve an amendment to provide for exculpation of certain officers.

• Proposal 4: Ratify Deloitte & Touche LLP as independent registered public accounting firm for 2025.

• Board recommends a vote FOR all proposals.

Board of directors and corporate governance

• Board is divided into three classes with staggered three-year terms; majority are independent directors.

• Board leadership structure separates CEO and Chair roles; four standing committees are chaired by independent directors.

• Committees include audit, compensation, science and technology, and nominating and corporate governance.

• Board and committees met regularly in 2024, with all directors attending at least 75% of meetings.

• Board considers diversity in skills, experience, gender, and ethnicity; two of eight directors are female and two are racially or ethnically diverse.