Eledon Pharmaceuticals (ELDN) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 18, 2026, with voting on director elections, an amendment to increase authorized shares, and auditor ratification.

• Shareholders of record as of April 20, 2026, are entitled to vote, with 77,187,823 shares outstanding as of the record date.

• Voting can be done in person, by proxy, online, by phone, or by mail, with detailed instructions provided.

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

Voting matters and shareholder proposals

• Proposal 1: Election of three Class III directors to serve until the 2029 annual meeting.

• Proposal 2: Amendment to increase authorized common stock from 300,000,000 to 450,000,000 shares.

• Proposal 3: Ratification of Deloitte & Touche LLP as independent auditor for 2026.

• Board recommends voting FOR all proposals.

• Shareholder proposals for the 2027 meeting must be submitted by January 1, 2027, for inclusion in proxy materials.

Board of directors and corporate governance

• Board is classified into three staggered classes; majority are independent directors.

• Board committees include audit, compensation, nominating and corporate governance, and science and technology, all chaired by independent directors.

• Board held nine meetings in 2025, with all directors attending at least 75% of meetings.

• Director nomination process considers integrity, business acumen, industry knowledge, and diversity of skills and backgrounds.