Reviva Pharmaceuticals (RVPH) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for December 10, 2024, to be held virtually, with voting on six key proposals including director elections, auditor ratification, executive compensation, frequency of say-on-pay votes, an amendment to increase authorized shares, and potential adjournment to solicit more proxies if needed.

• Board recommends voting in favor of all proposals, including annual say-on-pay votes and increasing authorized common stock from 115M to 315M shares.

• Only stockholders of record as of October 14, 2024, are eligible to vote; quorum requires a majority of outstanding shares.

Voting matters and shareholder proposals

• Proposals include: electing five directors, ratifying Moss Adams LLP as auditor, advisory approval of executive compensation, advisory vote on frequency of say-on-pay (Board recommends annual), amending the Certificate of Incorporation to increase authorized shares, and adjournment if more proxies are needed for Proposal 5.

• Board recommends voting FOR all director nominees, auditor ratification, executive compensation, annual say-on-pay, share increase, and adjournment if necessary.

• Shareholder proposals for the 2025 meeting must be submitted by June 30, 2025, for inclusion.

Board of directors and corporate governance

• Board consists of five directors, all serving since 2020, with a mix of industry, financial, and operational expertise.

• Four of five directors are independent per NASDAQ and SEC standards.

• Board committees: Audit (3 members, all independent), Compensation (3 members, all independent), and Nominating & Corporate Governance (3 members, all independent).

• Board diversity matrix disclosed; at least one director meets Nasdaq diversity requirements.

• Board leadership structure separates CEO and Chairman roles; risk oversight is a full Board responsibility.

• Code of Business Conduct and Ethics and anti-hedging policy in place.