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.

• The board recommends voting in favor of all proposals, emphasizing the importance of shareholder participation.

• Voting can be conducted online, by phone, mail, or in person, with a record date of April 11, 2025.

Voting matters and shareholder proposals

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

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

• Proposal 3: Approve an amendment for officer exculpation to limit certain liabilities.

• Proposal 4: Ratify Deloitte & Touche LLP as the independent auditor for 2025.

• Shareholders may submit proposals for the 2026 meeting by December 31, 2025.

Board of directors and corporate governance

• The board is classified into three classes with staggered three-year terms.

• Majority of directors are independent; roles of CEO and Chair are separated.

• Four standing committees: audit, compensation, science and technology, and nominating/governance.

• Board and committee meetings had high attendance in 2024.

• Diversity is considered in board composition, with two female and two racially/ethnically diverse directors.