Rezolute (RZLT) Proxy filing summary

Executive summary

• Virtual annual meeting set for Dec. 2, 2026; record date Oct. 5, 2026, with 96,728,913 common shares outstanding and entitled to vote.

• Stockholders are asked to elect seven directors, ratify Grant Thornton for FY ending June 30, 2027, cast an advisory say-on-pay vote, approve a 60 million-share authorization increase, and authorize adjournment if needed to solicit votes.

• The Board recommends FOR all five proposals.

Voting matters and shareholder proposals

• Seven nominees seek election; directors are elected by plurality, with the nominees receiving the most affirmative votes elected.

• Grant Thornton ratification and say-on-pay each require a majority of votes cast; say-on-pay is non-binding, and compensation will be reexamined if stockholders do not approve it.

• Share increase approval requires a majority of outstanding common shares; abstentions and broker non-votes have the same effect as votes against.

• Adjournment requires a majority of votes cast; abstentions and broker non-votes have no effect.

• Proxies may be submitted by mail, telephone, internet, or at the virtual meeting; electronic and telephone votes are due by 11:59 p.m. ET Dec. 1, 2026.

Board of directors and corporate governance

• Seven nominees: Nevan Charles Elam, Erik Harris, Gil Labrucherie, Nerissa Kreher, Philippe Fauchet, Wladimir Hogenhuis, and Young-Jin Kim.

• Elam is CEO and Acting Chair; the Board supports combining the roles currently and will periodically reconsider the structure.

• Five directors were identified as independent as of June 30, 2026; Elam and Kim were identified as non-independent.

• The Board held seven meetings in FY2026; directors attended at least 75% of Board and committee meetings on which they served.

• The Nominating and Governance Committee considers diversity of race, ethnicity, gender, age, cultural background, and professional experience, without a formal written diversity policy.