Galectin Therapeutics (GALT) Proxy filing summary

Executive summary

• Virtual annual meeting set for Dec. 3, 2026; stockholders will vote on 11 director nominees, a 100M-share authorization increase, 3M additional equity-plan shares and auditor ratification.

• Board recommends FOR all four matters; record date Oct. 6, 2026, with voting open to common and Series A preferred holders.

Voting matters and shareholder proposals

• Eleven director nominees seek election through the 2027 annual meeting; directors are elected by plurality, with the Board recommending FOR each nominee.

• Authorized common shares proposal: increase from 150M to 250M; approval requires a majority of outstanding votes, and abstentions and broker non-votes count against.

• Equity-plan amendment would add 3M shares, increasing the reserve from 10M to 13M; votes FOR must exceed votes AGAINST.

• Cherry Bekaert LLP ratification for FY 2026 requires a majority of votes cast; abstentions and broker non-votes have no effect.

• Rule 14a-8 proposals for the 2027 meeting are due June 15, 2027; other proposals and nominations are due Aug. 5–Sept. 4, 2027.

Board of directors and corporate governance

• Eleven nominees include Henry Brem, a director since 2026; all nominees agreed to serve if elected, and the Board recommends their re-election.

• Board has separate Chair and CEO roles; all directors other than CEO Joel Lewis were determined independent. The Board held 10 meetings in 2025, and each serving director attended at least 75% of relevant meetings.

• Standing Audit, Compensation, and Nominating and Corporate Governance committees consist of independent members; the Audit Committee met four times, Compensation twice, and Nominating once in 2025.

• Audit Committee financial expert Richard Zordani chairs the committee; Nominating and Governance oversees director candidate selection and monitors ethical conduct.