Gain Therapeutics (GANX) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for June 24, 2025, with a record date of April 25, 2025, and will address director elections, auditor ratification, an amendment to increase authorized shares, and potential adjournment for further proxy solicitation.

• Stockholders can vote in person, by internet, phone, or mail, and must follow specific procedures depending on whether shares are held directly or in street name.

• The board recommends voting in favor of all proposals and has provided detailed instructions for proxy voting and revocation.

Voting matters and shareholder proposals

• Four proposals are up for vote: election of eight directors, ratification of Ernst & Young AG as auditor, approval to increase authorized common stock to 100,000,000, and adjournment if more time is needed for Proposal 3.

• Directors are elected by plurality; auditor ratification and share increase require majority approval of votes cast; adjournment also requires majority approval.

• Stockholder proposals for the 2026 meeting must be submitted by January 13, 2026, for proxy inclusion, with additional advance notice requirements for other proposals.

Board of directors and corporate governance

• The board consists of eight members, with five determined to be independent under Nasdaq rules.

• Board leadership is separated between the Chairman and CEO roles to reinforce independence.

• The board met four times in 2024, with 100% attendance by all directors.

• Committees include Audit, Compensation, and Nominating and Corporate Governance, each with independent members and written charters.

• Corporate governance guidelines, a code of ethics, and insider trading policies are in place and available to stockholders.