GT Biopharma (GTBP) Proxy filing summary

Executive summary

• Annual Meeting scheduled for August 14, 2026, with voting on key proposals including director elections, auditor ratification, executive compensation, a reverse stock split, and amendments to the 2022 Omnibus Incentive Plan.

• Board recommends voting FOR all proposals, including director nominees, auditor ratification, executive compensation, reverse stock split, and incentive plan amendments.

• Proxy materials are primarily distributed electronically to reduce costs and environmental impact.

Voting matters and shareholder proposals

• Proposals include electing four directors, ratifying Weinberg & Company, P.A. as auditors, advisory vote on executive compensation, reverse stock split and reduction in authorized shares, and two amendments to the 2022 Omnibus Incentive Plan.

• Reverse stock split proposed at a ratio of 1-for-10 to 1-for-30, with a reduction in authorized shares to 25,000,000 common and 1,500,000 preferred.

• Amendments to the 2022 Plan include increasing shares for awards by 3,500,000 and adopting an evergreen provision for annual increases.

• Shareholder proposals for the 2027 meeting must be submitted between April 16 and May 16, 2027.

Board of directors and corporate governance

• Four director nominees: Michael Breen, Charles J. Casamento, Hilary Kramer, and David C. Mun-Gavin.

• Board committees: Audit, Compensation, and Nominating and Corporate Governance, each with defined roles and independent members.

• Board diversity policy in place, with one female director and a focus on diversity of expertise and background.

• Code of conduct and ethics applies to all directors, officers, and employees.