Quoin Pharmaceuticals (QNRX) Proxy Filing summary

Executive summary

• The annual general meeting is scheduled for August 21, 2025, with seven key proposals up for shareholder vote, including director elections, amendments to share capital, compensation policies, equity plans, and auditor appointment.

• Shareholders of record as of July 16, 2025, are eligible to vote, with each ordinary share and ADS (representing 35 shares) entitled to one vote per share.

• The board recommends voting in favor of all proposals, emphasizing the importance of shareholder participation.

Voting matters and shareholder proposals

• Proposals include re-election of seven directors, increasing authorized share capital to 5 billion shares, adopting a new compensation policy, approving a 2025 equity incentive plan, revising non-employee director compensation, granting options to certain directors, and appointing CBIZ CPAs P.C. as auditor.

• Shareholders holding at least 1% of voting rights may submit proposals for future meetings, with specific requirements for director nominations or removals.

Board of directors and corporate governance

• The board consists of seven members, with five qualifying as independent under Nasdaq rules.

• Three standing committees: Audit, Compensation, and Nominating & Governance, each meeting multiple times in the last fiscal year.

• Director qualifications emphasize integrity, expertise, and diversity; all nominees have confirmed their qualifications and intent to serve.

• The board leadership structure allows the CEO to also serve as chairman, with shareholder approval for a three-year term.