Incannex Healthcare (IXHL) Proxy filing summary

Executive summary

• Annual Meeting set for Dec. 17, 2026 at 10:00 a.m. GST, held virtually by live audio webcast; stockholders may vote and submit meeting-related questions online.

• Board recommends FOR two Class III director nominees and ratification of Grant Thornton Audit Pty Ltd for FY ending June 30, 2027.

Voting matters and shareholder proposals

• Proposal 1: elect Joel Latham and Troy Valentine to three-year terms ending in 2029; election requires a plurality of votes cast.

• Proposal 2: ratify Grant Thornton’s appointment; approval requires a majority of voting power present or represented by proxy and entitled to vote.

• Record date Oct. 22, 2026; 12,544,627 common shares outstanding, with one vote per share; quorum is one-third of voting power outstanding and entitled to vote.

• Stockholders may change or revoke a proxy before the meeting; preliminary results are to be announced at the meeting, with results filed on Form 8-K within four business days.

• Rule 14a-8 proposals for the 2027 meeting are due by July 5, 2027; bylaw proposals and director nominations have an Aug. 19–Sept. 18, 2027 notice window, subject to meeting-date changes.

Board of directors and corporate governance

• Five-member classified board; Joel Latham is CEO and director, while Troy Valentine is non-executive Chair; nominees Latham and Valentine are proposed for terms through 2029.

• Robert Clark, Peter Widdows and Dr. George Anastassov are independent; Widdows chairs the audit committee, with Clark and Anastassov as members.

• Audit committee met once and compensation committee twice in FY ended June 30, 2026; no director attended fewer than 75% of applicable board and committee meetings.

• Compensation committee uses Compensia as independent adviser; CEO is excluded from decisions on his compensation, and executives do not set their own pay.

• Independent directors oversee director selection and nominations; the board reviews composition annually and seeks diversity of occupational and personal backgrounds.