Moleculin Biotech (MBRX) Proxy filing summary

Executive summary

• Annual Meeting scheduled for October 9, 2026, with proxy materials available online and by request, aiming to reduce environmental impact and costs.

• Shareholders of record as of August 19, 2026, are entitled to vote on key proposals, with a quorum set at one-third of outstanding shares.

• Voting can be done online, by phone, mail, or in person, with detailed instructions provided to all shareholders.

Voting matters and shareholder proposals

• Election of five directors to serve until the 2027 annual meeting.

• Ratification of Grant Thornton LLP as independent auditor for 2026.

• Amendment to the 2024 Equity Incentive Plan to increase authorized shares.

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

• Amendment to eliminate supermajority voting requirements for charter changes.

• Amendment to authorize a reverse stock split at a ratio between 1-for-2 and 1-for-20.

• Authorization to adjourn the meeting to solicit additional proxies if needed.

Board of directors and corporate governance

• Board consists of five members, with all but the CEO deemed independent under Nasdaq rules.

• Board committees include Audit, Compensation, and Nominating & Corporate Governance, each with independent members and defined charters.

• Lead Independent Director role established to enhance governance and communication.

• Board and committees held regular meetings and acted by unanimous written consent throughout 2025.