Gain Therapeutics (GANX) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting is scheduled for June 24, 2025, with voting on four key proposals, including director elections, auditor ratification, an amendment to increase authorized shares, and potential adjournment for further proxy solicitation if needed.

• Only stockholders of record as of April 25, 2025, are eligible to vote, with multiple voting methods available, including online, phone, mail, and in-person.

• Proxy materials and the annual report are accessible online, and stockholders can request printed copies.

Voting matters and shareholder proposals

• Proposal 1: Election of eight directors to serve until the 2026 Annual Meeting.

• Proposal 2: Ratification of Ernst & Young AG as the independent registered public accounting firm for fiscal year 2025.

• Proposal 3: Amendment to increase authorized common stock from 50,000,000 to 100,000,000 shares.

• Proposal 4: Approval to adjourn the meeting if more time is needed to solicit votes for Proposal 3.

• Stockholder proposals for the 2026 meeting must be submitted by January 13, 2026, for inclusion in proxy materials.

Board of directors and corporate governance

• The board consists of eight members, with a majority deemed independent under Nasdaq rules.

• Board committees include Audit, Compensation, and Nominating and Corporate Governance, all with independent members.

• The Chairman and CEO roles are separated to reinforce board independence.

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

• Corporate governance documents, code of ethics, and committee charters are available on the company website.