Hepion Pharmaceuticals (HEPA) Proxy filing summary

Executive summary

• Annual meeting scheduled for June 17, 2026, to elect five directors, ratify the auditor, and approve an amendment to the equity incentive plan increasing issuable shares to 8,000,000 from 200,000.

• Record date for voting is April 28, 2026; proxy materials are primarily distributed electronically to reduce costs and environmental impact.

• Voting can be done via Internet, mail, or in person; each share of common stock and convertible preferred stock entitles the holder to one vote.

Voting matters and shareholder proposals

• Proposals include: election of five directors, ratification of Grassi & Co. as independent auditor for 2026, and approval of the equity plan amendment.

• Board recommends voting FOR all proposals; directors and officers have interests in the director election and equity plan amendment.

• Shareholder proposals for the 2027 meeting must be submitted between February 20 and March 20, 2027, to be considered.

Board of directors and corporate governance

• Nominees for director: Vincent LoPriore, Gary Stetz, Chase LoPriore, Michael Purcell, and Sireesh Appajosyula, each with significant industry, financial, or operational experience.

• Majority of the board is independent per Nasdaq rules; board met 19 times in 2025, with full attendance.

• Standing committees: Audit, Compensation, and Corporate Governance/Nominating, each with written charters available online.

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