Rani Therapeutics (RANI) Proxy filing summary

Executive summary

• Annual Meeting scheduled for May 28, 2026, will be held virtually, with voting on director elections and auditor ratification.

• Shareholders of record as of April 2, 2026, are eligible to vote on proposals and participate online.

• Two main proposals: election of seven directors and ratification of CBIZ CPAs P.C. as independent auditor for 2026.

• Voting can be done online, by phone, or by mail, with detailed instructions provided.

Voting matters and shareholder proposals

• Proposal 1: Elect seven directors to serve until the next annual meeting.

• Proposal 2: Ratify CBIZ CPAs P.C. as independent registered public accounting firm for fiscal year ending December 31, 2026.

• Shareholders may submit proposals for the 2027 meeting by December 17, 2026, or nominate directors between January 28 and February 27, 2027.

• Voting standards: plurality for directors, majority for auditor ratification.

Board of directors and corporate governance

• Board consists of seven members with diverse backgrounds in healthcare, investment, and management.

• Majority of directors are independent per Nasdaq standards; Mir Imran (Chairman) and Talat Imran (CEO) are not independent.

• Board leadership is separated between Chairman and CEO roles.

• Three standing committees: Audit, Compensation, and Nominating and Corporate Governance, all with independent members.

• Code of Ethics and Corporate Governance Guidelines are in place and available on the company website.

• Insider trading policy prohibits hedging, short sales, and pledging of company stock.