Palisade Bio (PALI) Proxy filing summary

Executive summary

• The annual meeting will be held virtually, with shareholders voting on seven key proposals, including director elections, auditor ratification, amendments to the certificate of incorporation, and compensation plans.

• Shareholders of record as of April 15, 2026, are eligible to vote, with 167,424,202 shares of common stock outstanding.

• Voting can be conducted online, by phone, mail, or during the virtual meeting, with detailed procedures for both record and beneficial owners.

• The company has engaged Mediant Communications Inc. for proxy solicitation, with total costs not expected to exceed $35,000.

Voting matters and shareholder proposals

• Election of four directors for one-year terms, with a potential board expansion to five if the new nominee is elected.

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

• Amendment to increase authorized common stock from 300,000,000 to 450,000,000 shares.

• Approval of amended and restated 2021 Equity Incentive Plan and Employee Stock Purchase Plan.

• Advisory vote on executive compensation (say-on-pay) and approval of equity grants to non-employee directors.

• Shareholder proposals and director nominations for the 2027 meeting must comply with advance notice and universal proxy rules.

Board of directors and corporate governance

• The board consists of four members (three independent), expanding to five if the new nominee is elected.

• Board committees include Audit, Compensation, and Governance/Nominating, with all committee members meeting Nasdaq independence standards.

• The board chair is independent, and the company has adopted a Code of Ethics and insider trading policy.

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