Reviva Pharmaceuticals (RVPH) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for December 10, 2024, to be held virtually, with record date set as October 14, 2024.

• Key proposals include director elections, auditor ratification, executive compensation, frequency of say-on-pay votes, increase in authorized shares, and potential adjournment to solicit proxies.

• Board recommends voting in favor of all proposals, including annual say-on-pay votes and increasing authorized shares to 315,000,000.

Voting matters and shareholder proposals

• Election of five directors to serve until the next annual meeting.

• Ratification of Moss Adams LLP as independent auditor for 2024.

• Advisory vote on executive compensation and on the frequency of such votes (Board recommends annual).

• Approval to amend the Certificate of Incorporation to increase authorized common stock from 115,000,000 to 315,000,000.

• Approval to adjourn the meeting if more proxies are needed for Proposal 5.

• Procedures for submitting shareholder proposals for the 2025 meeting are outlined.

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 directors are independent under NASDAQ and SEC rules.

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

• Board diversity matrix provided; one director self-identifies as diverse.

• Board leadership structure separates CEO and Chairman roles.

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

• Indemnification agreements for directors and officers.