Hepion Pharmaceuticals (HEPA) Proxy Filing summary

Executive summary

• Annual meeting scheduled for June 12, 2025, to address key governance and operational matters.

• Four directors are up for election, and shareholders will vote on ratifying the external auditor, a reverse stock split, and executive compensation.

• The board recommends voting in favor of all proposals and emphasizes the importance of shareholder participation.

Voting matters and shareholder proposals

• Shareholders will vote on electing four directors, ratifying Grassi & Co. as auditor, approving a reverse stock split (1-for-5 to 1-for-20), and an advisory say-on-pay vote.

• The reverse stock split aims to maintain Nasdaq listing and improve stock liquidity.

• Shareholder proposals for the 2026 meeting must be submitted between December 30, 2025, and March 14, 2026.

Board of directors and corporate governance

• Board consists of four nominees: John Brancaccio, Timothy Block, Kaouthar Lbiati, and Michael Purcell.

• All board committees (Audit, Compensation, Nominating) are composed of independent directors.

• The company has adopted a Code of Business Conduct and Ethics and maintains written charters for all committees.

• No family relationships or material adverse proceedings among directors and officers.