GT Biopharma (GTBP) Proxy filing summary

Executive summary

• Special meeting set for November 11, 2026; stockholders will vote on four proposals covering obsolete preferred-stock provisions, authorized shares, a private placement issuance and possible adjournment.

• Record date was September 30, 2026, with 2,061,052 common shares outstanding and one vote per share; quorum requires one-third of outstanding shares.

Voting matters and shareholder proposals

• The Board unanimously recommends FOR all four proposals; each requires a majority of voting power present and entitled to vote.

• Proposal 1 would remove charter provisions for preferred series no longer outstanding; Board may implement by November 11, 2027, with preferred-stock authorization remaining 1,500,000 shares.

• Proposal 4 would permit adjournment when needed to establish a quorum or solicit votes for Proposals 1–3.

• Proposal 3 and Proposal 4 are non-routine for broker voting; abstentions count as votes against proposals, while broker non-votes do not affect Proposals 3 and 4 outcomes.

Board of directors and corporate governance

• The Board has sole discretion whether and when to implement the charter amendments, with implementation required by November 11, 2027 if approved.

• Directors and officers agreed to vote shares they control FOR Proposal 2 under a voting agreement tied to the Securities Purchase Agreement.