MetaVia (MTVA) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 8, 2026, with voting on five key proposals, including director elections, auditor ratification, a reverse stock split, an equity plan amendment, and potential adjournment.

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

• Only stockholders of record as of April 13, 2026, are entitled to vote, with each share representing one vote.

• Forward-looking statements are included, subject to risks and uncertainties as detailed in the company's filings.

Voting matters and shareholder proposals

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

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

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

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

• Proposal 5: Authorization to adjourn 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.

• Six directors are independent under Nasdaq and SEC rules; the CEO is not independent.

• Committees include audit, compensation, and nominating/corporate governance, each with defined charters and responsibilities.

• Corporate governance guidelines, code of conduct, and insider trading policy are in place and available online.

• Board and committee meetings are held regularly, with high attendance.