Palisade Bio (PALI) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 10, 2026, to be held virtually, with voting available online, by phone, or by mail for shareholders of record as of April 15, 2026.

• Seven proposals are up for shareholder vote, including director elections, auditor ratification, amendments to the certificate of incorporation, and approvals of equity and purchase plans.

• The board recommends voting in favor of all proposals and outlines procedures for voting, revocation, and counting of votes.

Voting matters and shareholder proposals

• Proposal 1: Election of four directors for one-year terms, with the board recommending J.D. Finley, Donald Williams, Emil Chuang, and Robert F. Baltera, Jr.

• Proposal 2: Ratification of Baker Tilly US, LLP as independent auditor for 2026.

• Proposal 3: Amendment to increase authorized common stock from 300M to 450M shares.

• Proposal 4: Approval of the Amended and Restated 2021 Equity Incentive Plan, increasing shares available and removing the evergreen feature.

• Proposal 5: Approval of the Amended and Restated 2021 Employee Stock Purchase Plan, increasing authorized shares and removing the evergreen feature.

• Proposal 6: Advisory vote on executive compensation (say-on-pay).

• Proposal 7: Approval of equity award grants to non-employee directors.

• Shareholder proposals for the 2027 meeting must be submitted by January 11, 2027, for inclusion in proxy materials.

Board of directors and corporate governance

• The board currently has four members, expanding to five if the new nominee is elected; three are independent per Nasdaq standards.

• Board committees include Audit, Compensation, and Governance and Nominating, with committee memberships updated if all nominees are elected.

• The board chair is independent, and the company separates the roles of chair and CEO.

• Directors are expected to attend all meetings, and all attended at least 75% of meetings in 2025.

• The company has adopted a Code of Business Conduct and Ethics and an insider trading policy.