Reviva Pharmaceuticals (RVPH) Proxy filing summary

Executive summary

• Annual meeting scheduled virtually for Dec. 18, 2026; record-date holders as of Oct. 30, 2026 may vote. 13,110,377 common shares were outstanding on the record date.

• The Board recommends FOR all five proposals: five director nominees, auditor ratification, advisory executive pay, a discretionary reverse split, and adjournment if needed.

Voting matters and shareholder proposals

• Five incumbent directors are nominated for terms through the next annual meeting; election is by plurality, so withheld votes and broker non-votes do not affect results.

• Baker Tilly US, LLP is nominated for ratification as independent auditor for FY 2026; approval requires a majority of votes properly cast.

• Say-on-pay is advisory and non-binding; the Board and Compensation Committee will consider results in future pay decisions, with the next annual vote planned for 2027.

• Adjournment may be used to seek additional proxies if support is insufficient; approval generally requires a majority of votes cast, with a different threshold if no quorum exists.

Board of directors and corporate governance

• Five directors serve; nominees are Laxminarayan Bhat, Parag Saxena, Richard Margolin, Purav Patel and Les Funtleyder. Four are deemed independent under Nasdaq and SEC standards.

• Board met 13 times in 2025; each director attended at least 75% of applicable Board and committee meetings. Audit, Compensation and Governance committees met five, four and one times, respectively.

• Board Chair and CEO roles are separated; Board cites independent oversight and management focus as reasons for the structure. No formal Board diversity policy is in place.

• Audit Committee Chair Les Funtleyder is identified as an audit committee financial expert; committee membership is determined independent under applicable rules.