Palisade Bio (PALI) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on October 17, 2025, with voting available online, by phone, or by mail.

• Three main proposals are up for vote: election of three directors, ratification of the independent auditor, and approval of a reverse stock split.

• Only stockholders of record as of September 12, 2025, are eligible to vote.

Voting matters and shareholder proposals

• Proposal 1: Elect three directors (J.D. Finley, Donald Williams, Emil Chuang) for a one-year term expiring at the 2026 annual meeting.

• Proposal 2: Ratify Baker Tilly US, LLP as the independent registered public accounting firm for 2025.

• Proposal 3: Approve a reverse stock split at a ratio between 1-for-5 and 1-for-50, at the Board's discretion, to be effected by December 31, 2025.

• No other matters are expected to be presented for a vote.

Board of directors and corporate governance

• The Board consists of four members, three of whom are independent as per Nasdaq rules.

• The classified board structure was removed in February 2024; all directors are now elected annually.

• The Board has Audit, Compensation, and Governance and Nominating Committees, all with independent members.

• The Board Chair is independent, and the Board meets regularly, with all directors attending at least 75% of meetings in 2024.

• A Code of Business Conduct and Ethics and an insider trading policy are in place.