MetaVia (MTVA) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 8, 2026, with voting available online, by mail, or by proxy.

• Five proposals are up for vote: election of two Class I directors, ratification of the auditor, approval of a reverse stock split, amendment to the equity plan, and potential adjournment.

• The board unanimously recommends voting in favor of all proposals.

• Forward-looking statements highlight risks, uncertainties, and evolving circumstances that may impact future results.

Voting matters and shareholder proposals

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

• Proposal 2: Ratify BDO USA, P.C. as independent auditor for 2026.

• Proposal 3: Approve a reverse stock split at a ratio between 1-for-5 and 1-for-22, at board discretion.

• Proposal 4: Approve an amendment to the 2022 Equity Incentive Plan to add 200,000 shares.

• Proposal 5: Authorize adjournment of the meeting if more votes are needed for Proposals 3 and 4.

Board of directors and corporate governance

• The board consists of seven members, with staggered three-year terms.

• Board leadership is separated between the Chair and CEO roles.

• All directors except the CEO are considered independent under Nasdaq and SEC rules.

• Committees include audit, compensation, and nominating/governance, each with defined responsibilities and independent members.

• Directors are encouraged to attend annual meetings; all attended in 2025.