Rockwell Medical (RMTI) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on June 12, 2026, with four main proposals: election of two Class II directors, advisory approval of executive compensation, ratification of the independent auditor, and approval of a reverse stock split.

• Only stockholders of record as of April 16, 2026, are entitled to vote, with each share of common stock carrying one vote.

• The Board recommends voting FOR all proposals and nominees.

Voting matters and shareholder proposals

• Proposals include electing two Class II directors for three-year terms, advisory approval of executive compensation, ratification of EisnerAmper LLP as auditor, and approval of a reverse stock split at a ratio between 1-for-2 and 1-for-10.

• The reverse stock split aims to maintain Nasdaq listing by increasing the share price above $1.00.

• Shareholder proposals for the 2027 meeting must be submitted by December 31, 2026.

Board of directors and corporate governance

• The Board is divided into three classes, with staggered terms; current nominees are Joseph Dawson and Joan Lau, Ph.D.

• The Board separates the roles of Chairman and CEO to enhance independence and accountability.

• All directors except the CEO and Mr. Dawson are considered independent under Nasdaq rules.

• Committees include Audit, Compensation, and Nominating and Governance, each with defined charters and responsibilities.

• Directors are subject to stock ownership guidelines and anti-hedging/pledging policies.