Quoin Pharmaceuticals (QNRX) Proxy Filing summary

Executive summary

• The annual general meeting is scheduled for December 5, 2024, with seven key proposals up for shareholder vote, including director elections, amendments to the Articles of Association, executive and director compensation, auditor appointment, and board leadership structure.

• Shareholders of record as of October 21, 2024, are eligible to vote, with each ordinary share and ADS entitled to one vote per share.

• The board recommends voting in favor of all proposals and outlines detailed voting procedures for ordinary shareholders and ADS holders.

Voting matters and shareholder proposals

• Proposals include re-election of seven directors, amendments to Articles of Association, approval of CEO and COO compensation programs, changes to non-employee director compensation, appointment of Marcum LLP as auditor, and approval of CEO serving as both CEO and Chairman.

• Amendments to the Articles of Association align quorum and shareholder meeting thresholds with updated Israeli regulations.

• Shareholder proposals for future meetings require specific ownership thresholds and timely submission.

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 and Governance, each with defined responsibilities and independent membership.

• Board diversity matrix provided; directors are expected to attend annual meetings.

• The board has adopted a Code of Ethics, hedging and clawback policies, and maintains a policy for shareholder communications.