Immunic (IMUX) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 29, 2026, with shareholders voting on three main proposals: election of Class III directors, approval of an amendment to the 2019 Omnibus Equity Incentive Plan, and ratification of the independent auditor appointment.

• Shareholders of record as of May 26, 2026, are eligible to vote, with detailed instructions provided for both record and beneficial owners.

• The board recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Proposal 1: Election of Michael Bonney, Thorvald Nagel, and Dr. Richard Rudick as Class III Directors for terms expiring in 2029.

• Proposal 2: Amendment to the 2019 Omnibus Equity Incentive Plan to increase authorized shares by 6,000,000 to 8,644,887.

• Proposal 3: Ratification of Baker Tilly US, LLP as independent registered public accounting firm for fiscal year 2026.

• Shareholder proposals for the 2027 annual meeting must be submitted by December 31, 2026.

Board of directors and corporate governance

• The board consists of ten members, eight of whom are independent under Nasdaq rules.

• The board is divided into three staggered classes, with annual elections for one class.

• Board leadership includes a Chair (Michael Bonney) and a Lead Independent Director (Barclay Phillips).

• Committees include audit, compensation, and nominating/governance, each with defined responsibilities and independent membership.

• The board emphasizes diversity in experience, background, and skills when evaluating director nominees.