NRx Pharmaceuticals (NRXP) Proxy filing summary

Executive summary

• Virtual annual meeting scheduled for Dec. 17, 2026; Board unanimously recommends votes for both proposals.

• Record date Oct. 28, 2026; 43,646,192 common shares outstanding, with one vote per share.

Voting matters and shareholder proposals

• Proposal 1: elect Dennis McBride as a Class II director through the 2029 annual meeting; plurality of votes cast required.

• Proposal 2: ratify Weinberg & Company, P.A. as independent auditor for FY2026; majority of votes cast required, excluding abstentions and broker non-votes.

• Director election is non-routine, so brokers cannot vote uninstructed shares; auditor ratification is routine and brokers generally may vote uninstructed shares.

Board of directors and corporate governance

• Board has three staggered classes with three-year terms; four directors—Flynn, Hurvitz, McBride and Taylor—were determined independent under Nasdaq rules.

• Jonathan Javitt serves as Chairman, CEO and Principal Executive Officer; Board says it will regularly evaluate leadership structure as needs evolve.

• Board met 14 times in FY2025; each director attended at least 75% of applicable Board and committee meetings, and all attended the 2025 annual meeting.

• Audit Committee met four times and Compensation Committee twice in FY2025; Nominating and Corporate Governance Committee did not meet.