Hyperion DeFi (HYPD) Proxy Filing summary

Executive summary

• The 2025 annual meeting will be held virtually on August 18, 2025, to enhance stockholder participation and reduce costs and environmental impact.

• Stockholders of record as of July 18, 2025, are entitled to vote on key proposals, including director elections, auditor ratification, executive compensation, amendments to the charter, stock incentive plan, warrant issuance, and potential adjournment.

• The proxy materials, including the annual report, are available online, and voting can be conducted via internet, phone, or mail.

Voting matters and shareholder proposals

• Proposals include electing five directors, ratifying CBIZ CPAs P.C. as auditor, advisory approval of executive compensation, increasing authorized shares, enabling stockholder action by written consent, amending the 2018 stock plan, approving warrant-related share issuance, and potential adjournment.

• Each proposal specifies the required vote and the effect of abstentions and broker non-votes.

• No shareholder proposals were received for this meeting.

Board of directors and corporate governance

• The board consists of five members, with three deemed independent under Nasdaq rules.

• Nominees for election are Michael Rowe, Michael Geltzeiler, Rachel Jacobson, Hyunsu Jung, and Ellen Strahlman, M.D., each with diverse backgrounds in finance, business development, investment, and life sciences.

• The board has Audit, Compensation, and Nominating and Corporate Governance Committees, each with defined charters and independent membership.

• The company has adopted a code of conduct, insider trading policy, and procedures for stockholder communications.