Galectin Therapeutics (GALT) Proxy filing summary

Executive summary

• Virtual annual meeting scheduled for Dec. 3, 2026; online access starts at 10:45 a.m. ET, with voting and questions available remotely. (Source 1, 2, 4)

• Record date Oct. 6, 2026; holders of common and Series A preferred stock may vote, with Series A voting at one-sixth vote per share. (Source 5)

Voting matters and shareholder proposals

• Board recommends FOR all four proposals: elect 11 directors through the 2027 annual meeting; raise authorized common shares from 150M to 250M; add 3M shares to the 2019 equity plan; ratify Cherry Bekaert LLP for FY2026. (Source 2, 6)

• Authorized-share amendment requires a majority of outstanding votes; abstentions and broker non-votes count against. The plan amendment and auditor ratification require votes FOR to exceed votes AGAINST. (Source 7, 8, 40, 42)

• Director election uses plurality voting; broker non-votes apply to director elections and the equity-plan amendment. Rule 14a-8 proposals for the 2027 meeting are due June 15, 2027. (Source 7, 8)

Board of directors and corporate governance

• Eleven incumbent directors are nominated for re-election; all directors other than CEO Joel Lewis are deemed independent under Nasdaq standards. (Source 13, 18)

• Audit, Compensation, and Nominating and Corporate Governance committees are composed of independent directors; audit committee financial expert is Richard A. Zordani. (Source 17, 18)

• Board separates Chair and CEO roles; the Board oversees strategy and major resource commitments, while management directs daily operations. (Source 17, 22)

• The Board held 10 meetings in 2025; each serving director attended at least 75% of applicable Board and committee meetings. (Source 22)