Hepion Pharmaceuticals (HEPA) Proxy Filing summary

Executive summary

• Annual meeting scheduled for 2025 to elect four directors, ratify the auditor, approve a reverse stock split, and hold a say-on-pay vote.

• Board recommends voting in favor of all proposals, including the reverse stock split to maintain Nasdaq listing.

• Proxy materials detail voting procedures, director and executive compensation, and corporate governance practices.

Voting matters and shareholder proposals

• Four directors up for election to serve until the next annual meeting.

• Ratification of Grassi & Co., CPAs, P.C. as independent auditor for fiscal year ending December 31, 2025.

• Proposal to amend the Certificate of Incorporation to effect a reverse stock split at a ratio between 1-for-5 and 1-for-20, at the Board's discretion.

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

• Board unanimously recommends voting “FOR” all proposals.

Board of directors and corporate governance

• Director nominees: John P. Brancaccio, Timothy Block, Kaouthar Lbiati, and Michael Purcell, each with significant industry, academic, or financial experience.

• Board committees: Audit, Compensation, and Corporate Governance/Nominating, all with written charters and majority independent members.

• All directors attended 100% of board and committee meetings in 2024.

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