Rezolute (RZLT) Proxy filing summary

Executive summary

• Virtual annual meeting scheduled for Dec. 2, 2026; record-date holders as of Oct. 5, 2026 may vote on directors, auditor ratification, say-on-pay, authorized-share increase and adjournment.

• Board unanimously recommends FOR all five proposals; 96,728,913 common shares were outstanding and entitled to vote on the record date.

Voting matters and shareholder proposals

• Seven directors are up for election through the 2028 Annual Meeting; Grant Thornton LLP ratification covers FY ending June 30, 2027; say-on-pay is advisory.

• Shareholders will vote on raising authorized common shares from 165 million to 225 million and permitting adjournment to seek additional votes for that increase.

• Director election requires a plurality; auditor ratification and adjournment require a majority of votes cast; share increase requires a majority of outstanding common shares.

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.

• Five directors—Harris, Labrucherie, Kreher, Fauchet and Hogenhuis—were determined independent under Nasdaq rules as of June 30, 2026; Elam and Kim are not independent.

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

• Board favors combining CEO and Chair roles currently, citing Elam’s operating knowledge, but will reassess the structure as circumstances evolve.