iBio (IBIO) Proxy filing summary

Executive summary

• The annual meeting is scheduled for October 14, 2026, with voting on six key proposals, including director elections, auditor ratification, executive compensation, amendments to the certificate of incorporation and incentive plan, and potential adjournment.

• The board recommends voting in favor of all proposals, emphasizing alignment with shareholder interests and corporate strategy.

• Proxy materials and the annual report are available online, and shareholders can vote via internet, phone, or mail.

Voting matters and shareholder proposals

• Election of two Class III directors for three-year terms expiring in 2029.

• Ratification of Grassi & Co., CPAs, P.C. as independent auditor for fiscal year ending June 30, 2027.

• Advisory approval of executive compensation (Say-on-Pay).

• Amendment to increase authorized common stock to 500,000,000 shares.

• Amendment to the 2023 Omnibus Incentive Plan to adjust the evergreen provision, factoring in pre-funded warrants.

• Approval to adjourn the meeting if more time is needed to solicit votes for key proposals.

Board of directors and corporate governance

• The board consists of seven directors divided into three staggered classes, with a focus on diversity, independence, and relevant expertise.

• Six of seven directors are independent under Nasdaq standards; only the CEO is not independent.

• Committees include Audit, Compensation, and Nominating & Corporate Governance, each with defined charters and independent membership.

• Board leadership is separated between the Chairman and CEO roles.

• Directors are encouraged to attend annual meetings and all attended the previous year.