Kairos Pharma (KAPA) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on June 10, 2025, with stockholders able to vote online, by phone, or by mail.

• Four directors are up for election, and proposals include ratification of auditors, advisory votes on executive compensation, and the frequency of such votes.

• Only stockholders of record as of April 29, 2025, may vote; a majority of outstanding shares is required for quorum.

• The Board recommends voting for all director nominees, for the auditor ratification, for executive compensation, and for annual say-on-pay votes.

Voting matters and shareholder proposals

• Proposals include election of four directors, ratification of Weinberg & Company, P.A. as auditor, advisory approval of executive compensation, and advisory vote on frequency of say-on-pay (recommended as annual).

• Stockholders may submit proposals for the 2026 meeting by January 1, 2026, following SEC and bylaw requirements.

• No shareholder proposals were submitted for this year's meeting.

Board of directors and corporate governance

• The Board consists of four members, three of whom are independent under NYSE American rules.

• Board committees include audit, compensation, and nominating/corporate governance, each composed of independent directors.

• The Board oversees risk, with committees handling specific areas such as financial reporting, compensation, and governance.

• Directors are elected for one-year terms; no family relationships exist among directors and officers.

• A Code of Business Conduct and Ethics and an insider trading policy are in place.