Rallybio (RLYB) Proxy Filing summary

Executive summary

• Special Meeting scheduled for January 26, 2026, to vote on a reverse stock split amendment.

• The reverse stock split would consolidate shares at a ratio between 1-for-5 and 1-for-20, as determined by the board.

• The main purpose is to maintain compliance with Nasdaq's minimum bid price requirement and enhance stock liquidity.

• If approved, the board may implement or abandon the split at its discretion before filing.

• No other business is currently expected at the meeting.

Voting matters and shareholder proposals

• Only one proposal is up for vote: approval of the reverse stock split amendment.

• Approval requires a majority of votes cast at the meeting; abstentions and broker non-votes have no effect.

• Brokers have discretionary authority to vote on this routine matter if no instructions are given.

• Stockholders of record as of December 30, 2025, are eligible to vote.

• Procedures for submitting proposals for the 2026 annual meeting are outlined, with specific deadlines.

Board of directors and corporate governance

• The board recommends voting in favor of the reverse stock split.

• The board will select the exact split ratio and may abandon the split if deemed not in the best interest of shareholders.

• Board and executive officer share ownership is detailed, with several large institutional holders listed.