Hepion Pharmaceuticals (HEPA) Proxy Filing summary

Executive summary

• Annual meeting scheduled for 2025 to address key governance and operational matters, including director elections, auditor ratification, a reverse stock split, and executive compensation approval.

• Four directors are nominated for election, all with significant industry, financial, and governance experience.

• The board proposes a reverse stock split to maintain Nasdaq listing and improve stock liquidity, with the ratio and timing at the board's discretion.

• Advisory vote on executive compensation is included, with the board recommending approval.

Voting matters and shareholder proposals

• Proposals include electing four directors, ratifying Grassi & Co. as auditor, approving a reverse stock split, and an advisory say-on-pay vote.

• The board recommends voting in favor of all proposals.

• Shareholders may submit proposals for the 2026 meeting within specified deadlines and requirements.

Board of directors and corporate governance

• Board consists of a majority of independent directors as defined by Nasdaq.

• Committees include Audit, Compensation, and Corporate Governance/Nominating, each with written charters and independent members.

• Directors attended all meetings in 2024; no family relationships or material adverse proceedings among directors or officers.

• Code of Business Conduct and Ethics applies to all officers, directors, and employees.