Lipocine (LPCN) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 3, 2026, at the company’s Salt Lake City office, with voting available by mail, phone, or internet until June 2, 2026.

• Record date for voting eligibility is April 6, 2026, with 8,025,115 shares of common stock outstanding as of that date.

• The board recommends voting in favor of all proposals, including director elections, auditor ratification, executive compensation, stock plan amendments, and potential adjournment.

Voting matters and shareholder proposals

• Four directors are up for election to serve until the 2027 annual meeting.

• Ratification of Tanner LLC as independent auditor for 2026 is proposed.

• Advisory vote on executive compensation (say-on-pay) is included.

• Amendment to the 2014 Stock and Incentive Plan to increase annual individual award limits from 25,000 to 100,000 shares and total authorized shares from 600,000 to 1,000,000 is proposed.

• Proposal to adjourn the meeting, if necessary, to solicit additional votes.

Board of directors and corporate governance

• Board currently consists of four members, with three independent directors.

• Board leadership separates the roles of CEO and Chairman, with a Lead Independent Director providing additional oversight.

• Audit and Compensation Committees are fully independent and active, with no separate Nominating Committee; director nominations are handled by the full board.

• Directors are subject to a Code of Ethics and Insider Trading Policy.