KALA BIO (KALA) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for January 30, 2026, and will be held virtually to enhance shareholder participation globally.

• Shareholders of record as of December 30, 2025, are eligible to vote on key proposals, including director elections, executive compensation, auditor ratification, share issuances, amendments to the certificate of incorporation, and potential adjournment.

• The board recommends voting in favor of all proposals, which are designed to support capital structure flexibility, compliance with Nasdaq requirements, and corporate governance best practices.

Voting matters and shareholder proposals

• Seven proposals are up for vote: election of three Class II directors, advisory vote on executive compensation, ratification of HTL International, LLC as auditor, approval of share issuance upon preferred stock conversion, increase in authorized shares, reverse stock split, and adjournment if needed.

• Approval of share issuance and increase in authorized shares are linked to recent financing and balance sheet restructuring, including a $6 million preferred equity investment and loan settlement.

• Reverse stock split proposal allows the board to select a ratio between 1-for-2 and 1-for-100 to maintain Nasdaq listing and manage capital structure.

• Shareholders may submit proposals for the 2026 annual meeting by specified deadlines and procedures.

Board of directors and corporate governance

• The board consists of seven members divided into three classes with staggered three-year terms; independence is maintained per Nasdaq rules.

• David Lazar serves as CEO, CFO, and Chair; Andrew Koven is Lead Independent Director.

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

• The board held eight meetings in 2024, with all directors attending at least 75% of meetings.

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