Equillium (EQ) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on May 28, 2026, with voting available online, by phone, or by mail for shareholders of record as of April 1, 2026.

• Four key proposals are up for vote: election of two Class II directors, approval of a reverse stock split, ratification of Crowe LLP as auditor, and an increase in authorized common shares.

• The Board recommends voting in favor of all proposals and provides detailed instructions for participation and voting.

Voting matters and shareholder proposals

• Proposal 1: Elect two Class II directors (Charles McDermott and Bruce D. Steel) to serve until 2029.

• Proposal 2: Approve a reverse stock split at a ratio between 1-for-2 and 1-for-20, at the Board's discretion, effective by December 31, 2027.

• Proposal 3: Ratify Crowe LLP as independent auditor for fiscal year ending December 31, 2026.

• Proposal 4: Approve an increase in authorized common shares from 200,000,000 to 400,000,000.

• Shareholders may submit proposals for the 2027 annual meeting according to specified deadlines and procedures.

Board of directors and corporate governance

• The Board will reduce from seven to six members prior to the meeting; four directors are deemed independent under Nasdaq rules.

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

• Board diversity, oversight of strategy, and cybersecurity risk management are emphasized.

• Regular executive sessions are held with only independent directors present.