KALA BIO (KALA) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on November 3, 2026, with voting available online, by phone, or by mail.

• Stockholders will vote on director elections, executive compensation, auditor ratification, a reverse stock split, and potential adjournment.

• Proxy materials are distributed primarily via Internet to reduce costs and environmental impact.

• Only stockholders of record as of September 10, 2026, are entitled to vote.

Voting matters and shareholder proposals

• Election of two Class III directors, Yonatan Colman and Brendan Purdy, for terms ending in 2029.

• Advisory (non-binding) vote on executive compensation (say-on-pay).

• Ratification of HTL International, LLC as independent auditor for fiscal 2026.

• Approval of a reverse stock split at a ratio between 1-for-2 and 1-for-300, at the board's discretion.

• Approval to adjourn the meeting if necessary to solicit additional proxies or in the absence of a quorum.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of five members divided into three staggered classes.

• Avi Minkowitz serves as CEO, CFO, and Chair; Chaim Berger is Lead Independent Director.

• Majority of directors are independent under Nasdaq rules.

• Board committees include audit, compensation, and nominating/governance, all with independent members.

• Board and committees held regular meetings in 2025, with high attendance.

• Director nomination process considers integrity, business acumen, and diversity of skills and backgrounds.