MetaVia (MTVA) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for June 30, 2025, and will be held virtually, with six key proposals on the agenda, including director elections, auditor ratification, executive compensation, a reverse stock split, approval of share issuance, and potential adjournment to solicit more votes.

• The Board unanimously recommends voting in favor of all proposals, emphasizing the importance of shareholder participation.

• Forward-looking statements address commercial strategy, regulatory timelines, integration of product candidates, and risks related to stock price and fundraising.

Voting matters and shareholder proposals

• Proposal 1: Elect two Class III directors for three-year terms.

• Proposal 2: Ratify BDO USA, P.C. as independent auditor for 2025.

• Proposal 3: Advisory vote on executive compensation (say-on-pay).

• Proposal 4: Approve a reverse stock split at a ratio of 1-for-5 to 1-for-30, at Board discretion.

• Proposal 5: Approve issuance of shares equal to or exceeding 20% of outstanding stock upon exercise of pre-funded warrants issued in a private placement.

• Proposal 6: Authorize adjournment of the meeting to solicit additional proxies if needed for Proposal 5.

• Shareholders may submit proposals for the 2026 meeting between March 2 and April 1, 2026.

Board of directors and corporate governance

• The Board consists of seven members, with staggered three-year terms; two Class III directors are up for election.

• The Board is chaired by Andrew I. Koven, with the CEO and Chair roles separated.

• The company is a "controlled company" under Nasdaq rules due to Dong-A's majority ownership, exempting it from certain governance requirements.

• Committees include audit, compensation, and nominating/corporate governance, all with independent directors.

• Corporate governance guidelines, code of conduct, insider trading, and compensation recovery policies are in place.