Novabay Pharmaceuticals (NBY) Proxy Filing summary

Executive summary

• Special Meeting scheduled for March 12, 2026, to vote on seven key proposals, including major share issuances, charter amendments, and a new equity incentive plan.

• Board unanimously recommends voting FOR all proposals, citing alignment with shareholder interests and future strategic flexibility.

• Proposals address capital structure, governance, executive compensation, and operational flexibility.

Voting matters and shareholder proposals

• Proposal One: Approve issuance of 837,696,130 shares upon exercise of pre-funded warrants from January 2026 private placement.

• Proposal Two: Approve issuance of 5,405,406 shares upon exercise of pre-funded warrants from October 2025 transaction.

• Proposal Three: Amend charter to allow stockholder action by written consent.

• Proposal Four: Amend charter for officer exculpation per Delaware law.

• Proposal Five: Increase authorized common stock from 1.5B to 5B shares.

• Proposal Six: Adopt 2026 Equity Incentive Plan, replacing 2017 plan.

• Proposal Seven: Grant Board authority to adjourn meeting to solicit more proxies if needed.

Board of directors and corporate governance

• Board recommends all proposals, emphasizing improved governance and shareholder rights.

• Charter amendments include removal of written consent prohibition and officer exculpation.

• Board structure includes classified board with staggered three-year terms.