Harvard Bioscience (HBIO) Proxy Filing summary

Executive summary

• Special Meeting scheduled for March 6, 2026, to vote on a reverse stock split and potential adjournment to solicit more proxies if needed.

• Reverse stock split proposed at a ratio between 1-for-5 and 1-for-15 to regain Nasdaq compliance.

• Board recommends voting in favor of both proposals to maintain Nasdaq listing and flexibility.

• If approved, the Board may implement the split within six months or abandon it if not in the best interest of shareholders.

• Proxy materials and voting instructions provided for online, phone, and mail participation.

Voting matters and shareholder proposals

• Proposal 1: Approve amendment for reverse stock split at a ratio of 1-for-5 to 1-for-15.

• Proposal 2: Authorize adjournment of the meeting to solicit additional proxies if Proposal 1 lacks sufficient votes.

• Majority of votes cast required for approval; broker non-votes and abstentions have no impact.

• Board recommends voting "FOR" both proposals.

• Stockholder proposals for the 2026 annual meeting must comply with SEC and bylaw deadlines.

Board of directors and corporate governance

• Board retains discretion to implement or abandon the reverse stock split within six months of approval.

• No current arrangements for additional share issuance post-split.

• Board believes higher share price may attract institutional investors and facilitate financing.