IGC Pharma (IGC) Proxy filing summary

Executive summary

• Annual meeting scheduled for December 2, 2026; the Board recommends FOR all seven proposals. Record date: October 19, 2026.

• CALMA Phase 2 enrollment for IGC-AD1 reached 100% on September 28, 2026, with 168 participants randomized; topline results are expected in Q4 2026.

• Final dosing was expected to conclude in November 2026, followed by database lock, unblinding, and analysis; the safety review remains subject to final assessment.

• For the nine months ended December 31, 2025, revenue was $869K versus $941K; net loss was $4.146M versus $5.924M, and operating cash use was $4.7M versus $4.1M.

Voting matters and shareholder proposals

• Proposal 1: elect Claudia Grimaldi as a Class A director through the 2029 annual meeting; Proposals 2–3 amend the 2018 Incentive Plan’s reserve adjustment date and percentage.

• Proposal 2 would shift annual share-reserve adjustments from April 1 to January 1, effective January 1, 2027; Proposal 3 would raise the reserve percentage from 15% to 20%.

• Proposal 4 seeks approval for 5M common shares for current and future personnel and service providers, allocated by the Board based on factors including performance, vesting, and contribution.

• Proposals 5–7 cover advisory say-on-pay, auditor ratification for 2026, and authority to adjourn or postpone to solicit additional proxies.

• Each proposal requires a majority of shares present or represented and entitled to vote; abstentions count against, while broker non-votes generally do not count for or against.

Board of directors and corporate governance

• The five-member Board is classified into three-year terms; independent directors Richard Prins, James Moran, and Terry L. Lierman comprise at least 50% of the Board.

• The Board separates the Chair and CEO roles; the Audit Committee oversees enterprise risk management, and the Compensation Committee administers the incentive plan.

• Audit and Compensation Committees each have two independent members; Prins and Moran are designated audit committee financial experts.

• Director ownership guidelines require retention of 35% of shares received on joining the Board or as Board compensation, subject to stated exceptions.

• Grimaldi’s director nomination would extend her Class A term through the 2029 annual meeting; her roles include Principal Financial Officer and Chief Compliance Officer.