NEXGEL (NXGL) Proxy filing summary

Executive summary

• The annual meeting will address seven proposals, including director elections, approval of significant share issuances, reincorporation to Nevada, increases in authorized shares, a reverse stock split, executive compensation, and auditor ratification.

• The Board recommends voting in favor of all proposals, emphasizing the importance of shareholder participation.

• The meeting is scheduled for July 10, 2026, with proxy materials available online and by mail.

Voting matters and shareholder proposals

• Seven proposals include: election of seven directors, approval of share issuance exceeding 19.99% for private placements, reincorporation to Nevada, increase in authorized shares, discretionary reverse stock split, advisory vote on executive compensation, and auditor ratification.

• Proposals 4 and 5 serve as Delaware-law fallbacks if reincorporation (Proposal 3) is not approved.

• Approval thresholds vary: most require a majority of outstanding shares, while director elections require a plurality.

• Shareholders may vote by internet, phone, or mail, and can revoke proxies before the meeting.

Board of directors and corporate governance

• Seven directors are nominated, with detailed biographies provided for each.

• Five directors are independent per Nasdaq standards; the CEO and one director are not independent due to related party transactions.

• The Board has Audit, Compensation, and Nominating & Corporate Governance Committees, all with independent members.

• The Board held seven meetings in 2025, with all directors attending at least 75% of meetings.

• The company has a Code of Business Conduct and Ethics, insider trading and hedging policies, and a compensation recovery policy.