GRI Bio (GRI) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on November 4, 2026, to enhance accessibility and reduce costs and environmental impact.

• Stockholders as of September 22, 2026, are eligible to vote on key proposals, including director elections, auditor ratification, and equity plan amendments.

• Proxy materials, including the 2025 annual report, are available online, and multiple voting methods are provided.

Voting matters and shareholder proposals

• Election of W. Marc Hertz, Ph.D., and David Szekeres as Class III directors until 2029.

• Ratification of WithumSmith + Brown, PC as independent auditor for fiscal year 2026.

• Approval of an amendment to the 2018 Equity Incentive Plan to increase shares by 546,529 and extend the evergreen provision to January 1, 2036.

• Approval of any adjournment of the meeting to solicit additional proxies if needed.

Board of directors and corporate governance

• The board consists of five members, three of whom are independent, with an independent chairperson.

• Committees include audit, compensation, and nominating/governance, all with independent members.

• Directors are evaluated for independence and diversity in background and skills.

• Stockholder proposals and director nominations must follow detailed procedures and deadlines.