Scienture Holdings (SCNX) Proxy filing summary

Executive summary

• The annual meeting is scheduled for March 10, 2025, to be held virtually, with voting on five key proposals including director elections, auditor ratification, executive compensation, say-on-pay frequency, and potential adjournment if needed for quorum or additional proxies.

• Shareholders of record as of January 9, 2025, are entitled to vote, with 8,750,582 shares outstanding and each share entitled to one vote.

• Voting can be conducted by mail, telephone, internet, or during the virtual meeting, and proxies may be revoked prior to the final vote.

Voting matters and shareholder proposals

• Proposal 1: Election of five directors for one-year terms; nominees are Surendra Ajjarapu, Donald G. Fell, Mayur Doshi, Subbarao Jayanthi, and Shankar Hariharan.

• Proposal 2: Ratification of CM3 Advisory as independent auditor for fiscal year ending December 31, 2025.

• Proposal 3: Non-binding advisory vote on executive compensation (say-on-pay).

• Proposal 4: Non-binding advisory vote on frequency of say-on-pay, with the Board recommending every three years.

• Proposal 5: Approval to adjourn the meeting if necessary to solicit additional proxies or achieve quorum.

• No cumulative voting rights or appraisal/dissenters' rights apply to these matters.

Board of directors and corporate governance

• The Board consists of five directors, with a majority being independent; committee memberships are fully independent.

• Three standing committees: Audit, Compensation, and Nominating and Corporate Governance, each with defined charters and responsibilities.

• Board leadership combines Chair and CEO roles; independent directors hold executive sessions without management.

• Director nominees bring diverse backgrounds in pharmaceuticals, business, and academia.