KALA BIO (KALA) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on January 30, 2026, with voting on key proposals including director elections, executive compensation, auditor ratification, share issuance, share increase, reverse stock split, and potential adjournment.

• Stockholders of record as of December 30, 2025, are eligible to vote, with multiple voting methods available (internet, phone, mail, or during the meeting).

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

Voting matters and shareholder proposals

• Proposals include electing three Class II directors, a non-binding advisory vote on executive compensation, ratification of HTL International, LLC as auditor, approval of share issuance upon preferred stock conversion, increase in authorized shares to 1.5 billion, a reverse stock split (1-for-2 to 1-for-100), and adjournment if needed.

• Approval of share issuance and share increase are linked to a recent financing and balance sheet restructuring.

• Shareholder proposals for the 2026 meeting must be submitted by September 1, 2026, for inclusion in the proxy statement.

Board of directors and corporate governance

• The board consists of seven members in three staggered classes; nominees for Class II are David Lazar, Mark Iwicki, and Todd Bazemore.

• Corporate governance guidelines require a majority of independent directors, regular executive sessions, and annual self-evaluations.

• The board has audit, compensation, and nominating/governance committees, all meeting Nasdaq independence requirements.

• The board leadership structure currently combines the roles of Chair and CEO, with a Lead Independent Director providing additional oversight.