Fractyl Health (GUTS) Proxy filing summary

Executive summary

• Special Meeting scheduled for September 24, 2026, will be held virtually to increase accessibility and reduce costs.

• Record date for voting eligibility is August 21, 2026, with 159,179,848 shares outstanding and entitled to vote.

• Only one proposal is up for vote: approval of a reverse stock split at a ratio between 1-for-5 and 1-for-15, at the Board's discretion.

• The reverse stock split aims to help maintain compliance with Nasdaq listing requirements.

Voting matters and shareholder proposals

• Stockholders are asked to approve amendments to the Certificate of Incorporation to effect a reverse stock split, with the Board authorized to select the ratio and timing within 12 months.

• The proposal requires a majority of votes cast for approval; abstentions have no effect.

• The reverse stock split is considered a routine matter, allowing brokers to vote uninstructed shares.

• No other business is currently expected at the meeting, but proxies may vote on unforeseen matters.

• Procedures for submitting shareholder proposals for the 2027 annual meeting are outlined, with deadlines and requirements specified.

Board of directors and corporate governance

• The Board recommends a vote in favor of the reverse stock split proposal.

• Board retains discretion to implement or abandon the reverse stock split based on market conditions and compliance needs.

• The Board is not aware of any takeover attempts and states the split is not intended as an anti-takeover measure.