Neuphoria Therapeutics (NEUP) Proxy filing summary

Executive summary

• Annual Meeting scheduled for December 12, 2025, in a virtual-only format, with voting available online, by phone, or mail.

• Key agenda items include director elections, auditor ratification, executive compensation, and say-on-pay frequency.

• Proxy contest initiated by LYNX1, which has nominated two alternative directors and proposed an acquisition at $5.20 per share.

• Board strongly recommends voting for its nominees and proposals using the WHITE proxy card and withholding on LYNX1 nominees.

Voting matters and shareholder proposals

• Election of two Class I directors for three-year terms; board nominees are Peter Miles Davies and David Wilson.

• 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) and on the frequency of future say-on-pay votes, with board recommending every three years.

• Shareholders may submit proposals for the 2026 meeting by July 27, 2026, and must comply with SEC and bylaw requirements.

Board of directors and corporate governance

• Board consists of five members divided into three staggered classes; majority are independent per Nasdaq rules.

• Alan Fisher serves as Non-Executive Chair; board committees include Audit & Risk Management and Nomination & Compensation.

• Board responsibilities include strategic oversight, risk management, compliance, and annual performance evaluations.

• Code of Business Conduct and insider trading policy in place; clawback policy adopted in line with Nasdaq and SEC rules.