Neuphoria Therapeutics (NEUP) Proxy filing summary

Executive summary

• Annual Meeting scheduled for December 9, 2025, in a virtual-only format, with voting available online, by phone, or by mail.

• Shareholders will vote on director elections, auditor ratification, executive compensation, frequency of say-on-pay votes, and potential adjournment.

• Board recommends voting in favor of all proposals, including a three-year frequency for say-on-pay votes.

• Proxy solicitation is managed by Morrow Sodali LLC at an estimated cost of $12,000.

Voting matters and shareholder proposals

• Election of two Class I directors for three-year terms expiring in 2028.

• Ratification of Wolf & Company P.C. as independent auditor for fiscal year ending June 30, 2026.

• Non-binding advisory vote on executive compensation (say-on-pay).

• Non-binding advisory vote on frequency of say-on-pay (board recommends every three years).

• Authorization to adjourn the meeting if more proxies are needed.

• Procedures for submitting shareholder proposals for the 2026 meeting are outlined.

Board of directors and corporate governance

• Board consists of five members, divided into three staggered classes.

• Alan Fisher serves as Non-Executive Chair; majority of directors are independent per Nasdaq rules.

• Board committees include Audit & Risk Management and Nomination & Compensation, both fully independent.

• Annual board and committee performance evaluations are conducted.

• Code of Business Conduct and insider trading policy are in place; hedging and pledging of company securities are prohibited.