Pelthos Therapeutics (PTHS) Proxy filing summary

Executive summary

• Annual Meeting scheduled for September 29, 2026, to be held virtually, with shareholders voting on key proposals including director elections, auditor ratification, and a new equity incentive plan.

• Shareholders of record as of August 4, 2026, are eligible to vote; proxy materials are available online, with multiple voting methods offered.

• Board recommends voting in favor of all proposals and director nominees.

Voting matters and shareholder proposals

• Election of eight directors to serve until the next annual meeting.

• Ratification of Grant Thornton LLP as independent auditors for fiscal year ending December 31, 2026.

• Approval of the 2026 Equity Incentive Plan, replacing the 2023 Plan, with a 10-year term and a 5% annual evergreen provision.

• No cumulative voting; plurality required for directors, majority for other proposals.

• Shareholder proposals for the 2027 meeting must be submitted by December 29, 2026.

Board of directors and corporate governance

• Board consists of eight members with diverse backgrounds in pharmaceuticals, finance, and commercialization.

• Majority of directors are independent per NYSE standards; committees include audit, compensation, and nominating/governance.

• Board held nine meetings in 2025; all directors attended at least 75% of meetings.

• Shareholder communications can be directed to the Board via email or mail.