Moleculin Biotech (MBRX) Proxy filing summary

Executive summary

• Annual Meeting scheduled for October 9, 2026, with proxy materials available online and by request, supporting environmental and cost-saving initiatives.

• Shareholders of record as of August 19, 2026, are eligible to vote on seven key proposals, including director elections and amendments to governance documents.

• Quorum for the meeting is one-third of outstanding shares, with multiple voting methods available: internet, phone, and mail.

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 amending the Certificate of Incorporation.

• Amendment to authorize a reverse stock split at a ratio between 1-for-2 and 1-for-20, at the Board's discretion.

• 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 considered independent under Nasdaq rules.

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

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

• Directors are evaluated for independence and diversity of skills and experience.