Quoin Pharmaceuticals (QNRX) Proxy filing summary

Executive summary

• The annual general meeting is scheduled for August 20, 2026, with voting on key proposals and board elections.

• Shareholders of record as of July 15, 2026, are eligible to vote, with each ordinary share and ADS carrying voting rights.

• The board recommends voting in favor of all proposals, including director elections, compensation matters, and auditor appointment.

Voting matters and shareholder proposals

• Proposals include election of seven directors, advisory vote on executive compensation, changes to non-employee director compensation, 401(k) plan matching, and auditor appointment.

• Proposal 4 (401(k) plan changes) requires a special majority, with additional requirements for interested shareholders.

• Shareholders can submit proposals for future meetings if they meet ownership thresholds and deadlines.

Board of directors and corporate governance

• Seven directors are nominated for re-election, all with significant industry and governance experience.

• Five directors are deemed independent under Nasdaq rules; three standing committees (Audit, Compensation, Nominating/Governance) are in place.

• The board met five times in the last fiscal year, with high attendance and active committee participation.

• The board oversees risk management, compliance, and has adopted a Code of Ethics and Insider Trading Policy.