Seelos Therapeutics (SEEL.Q) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for September 27, 2024, to be held virtually, with voting on six key proposals including director elections, auditor ratification, executive compensation, and significant share issuances related to financing agreements.

• Record date for voting is August 19, 2024; only shareholders of record on this date may vote.

• Proxy materials, including the Proxy Statement and Annual Report, are available online for shareholder review.

Voting matters and shareholder proposals

• Election of two Class II directors to serve until 2027.

• Ratification of KPMG LLP as independent auditor for fiscal year 2024.

• Advisory vote on executive compensation (say-on-pay).

• Approval for issuance of more than 20% of outstanding common stock upon repayment/conversion of a $1.49M principal increase to a convertible note held by Lind Global.

• Approval for issuance of more than 20% of outstanding common stock upon exercise of new warrants issued in a private placement and to a placement agent.

• Approval to adjourn the meeting if more time is needed to solicit votes for the above proposals.

• Shareholder proposals for the 2025 meeting must be submitted by July 29, 2025.

Board of directors and corporate governance

• Board consists of four directors divided into three classes, with staggered three-year terms.

• All directors except the CEO are independent under Nasdaq rules.

• Three standing committees: Audit, Compensation, and Corporate Governance/Nominating, all with independent members.

• Board diversity matrix disclosed, including gender and veteran status.

• Code of Ethics and written charters for all committees are in place and available online.