NEXGEL (NXGL) Proxy filing summary

Executive summary

• The annual meeting is scheduled for July 10, 2026, with seven key proposals for shareholder action, including director elections, approval of significant stock issuances, reincorporation, capital structure changes, executive compensation, and auditor ratification.

• Shareholders can vote in person, by mail, phone, or online, and the board recommends voting in favor of all proposals.

• Proxy materials, including the annual report and proxy statement, are available online and by mail.

Voting matters and shareholder proposals

• Seven proposals: election of seven directors, approval of stock issuance exceeding 19.99% of outstanding shares, reincorporation from Delaware 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 is not approved.

• Board unanimously recommends voting FOR all proposals.

• Shareholders may submit proposals for the 2027 annual meeting per SEC rules and company bylaws.

Board of directors and corporate governance

• Seven director nominees, including experienced professionals in finance, biotech, and business leadership.

• Board committees: Audit, Compensation, and Nominating & Corporate Governance, all with independent directors.

• Board leadership is separated between the Chairperson and CEO roles.

• Code of Business Conduct and Ethics, insider trading, and hedging policies are in place.