Rein Therapeutics (RNTX) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for June 24, 2025, and will be held virtually, allowing shareholders to vote and submit questions online.

• Shareholders will vote on the election of one Class II director, a non-binding advisory vote on executive compensation, and any other business that may arise.

• Only holders of common stock as of May 5, 2025, are entitled to vote; Series X preferred stockholders do not have voting rights at the meeting.

• The company uses internet-based proxy materials to reduce costs and environmental impact.

Voting matters and shareholder proposals

• Proposal 1: Election of William C. Fairey as Class II director for a term expiring at the 2028 annual meeting.

• Proposal 2: Advisory (non-binding) vote to approve named executive officer compensation (say-on-pay).

• Shareholders may submit proposals for the 2026 annual meeting by specified deadlines and procedures.

• The board recommends voting FOR both proposals.

Board of directors and corporate governance

• The board is classified into three staggered terms; currently six members serve across three classes.

• Majority of board members are independent, except for the CEO and former CEO.

• Three standing committees: Audit, Compensation, and Nominating & Corporate Governance, all chaired by independent directors.

• Corporate governance guidelines emphasize board independence, annual self-evaluation, and director education.

• Board leadership structure separates the roles of CEO and Chair.