Quoin Pharmaceuticals (QNRX) Proxy filing summary

Executive summary

• The annual general meeting is scheduled for August 20, 2026, with shareholders voting on key proposals including director elections, executive compensation, and auditor appointment.

• Shareholders of record as of July 15, 2026, 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, advisory approval of executive compensation, changes to non-employee director compensation, changes to 401(k) matching contributions, and appointment of CBIZ CPAs P.C. as auditor.

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

• Shareholders holding at least 1% of voting rights may submit proposals for meeting agendas; 5% is required for board 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 and Governance, each with defined responsibilities and independent membership.

• Directors are expected to attend annual meetings; committee charters and code of ethics are publicly available.

• The board actively oversees risk management, compliance, and shareholder communications.