Pelthos Therapeutics (PTHS) Proxy filing summary

Executive summary

• Annual Meeting scheduled for September 29, 2026, to be held virtually, with shareholders able to vote online or by proxy.

• Shareholders will vote on electing eight directors, ratifying Grant Thornton LLP as auditor, and approving the 2026 Equity Incentive Plan.

• Board recommends voting FOR all director nominees and FOR both Proposals No. 2 and No. 3.

• Only shareholders of record as of August 4, 2026, are entitled to vote.

Voting matters and shareholder proposals

• Proposal 1: Election of eight directors to serve until the next annual meeting.

• Proposal 2: Ratification of Grant Thornton LLP as independent registered public accountants for fiscal year ending December 31, 2026.

• Proposal 3: Approval of the 2026 Equity Incentive Plan, replacing the 2023 Plan.

• Board unanimously recommends voting FOR all proposals.

• Future 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 a majority determined to be independent under NYSE rules.

• Committees include audit, compensation, and nominating/corporate governance, each with independent members.

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

• Shareholders can communicate with the Board via email or mail.

• No family relationships or legal proceedings involving directors or officers.