iBio (IBIO) Proxy filing summary

Executive summary

• The annual meeting is scheduled for October 14, 2026, with six key proposals for shareholder vote, 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 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.

• 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

• 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; only the CEO is not.

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

• Committees include Audit, Compensation, and Nominating & Corporate Governance, all composed of independent directors.

• Directors are evaluated annually for performance and qualifications.