GT Biopharma (GTBP) Proxy filing summary

Executive summary

• Annual Meeting scheduled for August 14, 2026, to vote 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 in favor of all proposals, emphasizing alignment with Nasdaq listing requirements and long-term shareholder value.

• Proxy materials, including the annual report, are available online and voting can be done via internet, phone, mail, or in person.

Voting matters and shareholder proposals

• Election of four directors for one-year terms.

• Ratification of Weinberg & Company, P.A. as independent auditors for 2026.

• Advisory vote on executive compensation (say-on-pay).

• Approval of a reverse stock split (1-for-10 to 1-for-30) and reduction of authorized shares.

• Amendments to the 2022 Omnibus Incentive Plan: increase shares by 3,500,000 and add an evergreen provision for annual increases.

• Procedures for shareholder proposals and director nominations for the 2027 meeting outlined.

Board of directors and corporate governance

• Board consists of four members, three of whom are independent.

• Committees: Audit, Compensation, and Nominating & Corporate Governance, each with defined charters and responsibilities.

• Board diversity policy in place; one female director.

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

• Board leadership combines Chairman and CEO roles for effective oversight.