Harvard Apparatus Regenerative Technology (HRGN) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for June 20, 2025, with voting on key governance and compensation matters.

• Proposals include director elections, auditor ratification, declassification of the board, special meeting rights, reverse stock split, and say-on-pay.

• Board recommends voting in favor of all proposals.

• Proxy materials and annual report are available online, with multiple voting methods offered.

Voting matters and shareholder proposals

• Election of two directors for three-year terms expiring in 2028.

• Ratification of CBIZ CPAs P.C. as independent auditor for fiscal 2025.

• Amendment to declassify the board, phasing in annual director elections by 2028.

• Amendment to allow special meetings to be called by holders of at least 35% of voting power, with a one-year holding requirement.

• Approval of a reverse stock split at a ratio between 1-for-1.25 and 1-for-5, at the board's discretion before June 20, 2027.

• Non-binding advisory vote on executive compensation (say-on-pay).

Board of directors and corporate governance

• Board consists of eight members, with a mix of experienced executives in healthcare, finance, and education.

• Seven directors are independent per Nasdaq rules; CEO is not independent.

• Board held 13 meetings in 2024; all directors attended at least 75% of meetings.

• Audit, Compensation, and Governance Committees are fully independent.

• Board recommends declassifying itself to enhance accountability and align with best practices.