Lantern Pharma (LTRN) Proxy filing summary

Executive summary

• Virtual annual meeting scheduled for Dec. 1, 2026; holders of 14,935,576 common shares of record on Oct. 5 may vote, one vote per share.

• Seven proposals cover six director elections, authorized-share expansion, equity-plan shares, warrant issuance, auditor ratification, say-on-pay and say-on-pay frequency; the Board recommends FOR all and a one-year frequency.

Voting matters and shareholder proposals

• Six incumbent directors are nominated for one-year terms; election requires a plurality, and the six nominees receiving the most votes will be elected.

• Proposal 3 seeks 250,000 additional plan shares, increasing the plan reserve to 2,114,680; 175,633 shares remained available before the proposed increase.

• Proposal 4 seeks approval for issuance of up to 3,669,725 warrant shares at $1.09 each; full exercise could yield ~$4.0 million for working capital and general corporate purposes.

• Proposals 6 and 7 are nonbinding advisory votes on executive compensation and frequency; the Board recommends FOR say-on-pay and annual votes, with the next vote expected in 2027 if annual frequency is supported.

Board of directors and corporate governance

• The six-member Board has five independent directors; Donald J. Keyser is chair and Panna Sharma is CEO and president, with no lead director or formal chair/CEO separation policy.

• The Board met six times and acted by unanimous written consent five times in FY2025; all directors attended at least 75% of Board and committee meetings.

• Audit, Compensation, and Nominating and Corporate Governance committees are composed of independent directors; the Compensation Committee used Infinite Equity for compensation advice in 2025.

• Proxy access allows a stockholder or group of up to 10 with continuous three-year ownership of at least 3% to nominate up to two directors or 20% of the Board, whichever is greater, subject to bylaw conditions.