Elicio Therapeutics (ELTX) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for November 7, 2024, to be held virtually, with pre-registration required for attendance and voting.

• Three main proposals: election of three directors, ratification of Baker Tilly US, LLP as auditor, and approval of share issuances related to warrants and a convertible note.

• Board recommends voting in favor of all proposals; voting can be done online, by phone, mail, or during the meeting.

Voting matters and shareholder proposals

• Election of Robert Connelly, Yekaterina Chudnovsky, and Allen Nissenson to the Board for terms expiring in 2027.

• Ratification of Baker Tilly US, LLP as independent auditor for fiscal year ending December 31, 2024.

• Approval sought for issuance of shares upon exercise of certain warrants and conversion of a $20M convertible note, potentially resulting in a change of control under Nasdaq rules.

• No other matters are currently anticipated for the meeting; any new business will be addressed at the Board's discretion.

Board of directors and corporate governance

• Board consists of eight members, with a classified structure and staggered three-year terms.

• Majority of directors are independent per Nasdaq standards; separation of CEO and Chairman roles.

• Board committees include Audit, Compensation, and Nominating and Corporate Governance, each with defined charters and independent members.

• Board diversity matrix provided; regular self-evaluation and refreshment considered.