Indaptus Therapeutics (INDP) Proxy filing summary

Executive summary

• Annual Meeting scheduled for August 10, 2026, will be held virtually, with voting rights for shareholders of record as of June 12, 2026.

• Three main proposals: election of Class II directors, ratification of the independent auditor, and approval of a new equity incentive plan.

• Board recommends voting in favor of all proposals; proxy materials distributed via mail and online.

Voting matters and shareholder proposals

• Shareholders will vote on electing three Class II directors for terms expiring in 2029.

• Ratification of Haskell & White LLP as independent auditor for fiscal year 2026.

• Approval sought for the 2026 Equity Incentive Plan, reserving 10% of outstanding shares for awards, with an annual 5% increase provision through 2031.

• No other business is expected, but proxies may vote on unforeseen matters at their discretion.

Board of directors and corporate governance

• Board consists of six members divided into three staggered classes; only CEO is non-independent.

• Nominating Committee considers diversity and a broad range of qualifications for director candidates.

• Four standing committees: Audit, Compensation, Nominating, and Science and Technology.

• Board leadership structure allows flexibility in combining or separating CEO and Chair roles.