Prophase Labs (PRPH) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for July 18, 2025, to elect four directors, ratify the auditor, and hold advisory votes on executive compensation and its frequency.

• Board recommends voting for all director nominees, auditor ratification, executive compensation approval, and a triennial say-on-pay vote.

• Proxy materials and annual report are available online; shareholders can vote by mail, phone, or internet.

Voting matters and shareholder proposals

• Four proposals: election of directors, auditor ratification, advisory say-on-pay, and advisory vote on say-on-pay frequency.

• Board recommends voting for all proposals and for a three-year frequency on say-on-pay.

• No other shareholder proposals or nominations were received for this meeting.

• Shareholders may submit proposals for the 2026 meeting by specified deadlines.

Board of directors and corporate governance

• Board consists of four members, three of whom are independent under Nasdaq rules.

• Carolina Abenante appointed as independent director, to join Audit Committee after the meeting to restore Nasdaq compliance.

• Board committees: Audit, Compensation, and Nominating, all with independent members.

• Board leadership combines CEO and Chairman roles; no lead independent director.

• Board and committees met regularly in 2024, with high attendance.