Serina Therapeutics (SER) Proxy filing summary

Executive summary

• Annual Meeting scheduled for November 7, 2025, to be held virtually with no in-person attendance.

• Key items for shareholder vote include election of two Class II directors, ratification of independent auditors, and approval of stock issuance related to a Convertible Note and Warrants.

• Board recommends voting in favor of all proposals on the agenda.

Voting matters and shareholder proposals

• Election of Steve Ledger and Karen J. Wilson as Class II directors for terms expiring in 2028.

• Ratification of Frazier & Deeter, LLC as independent registered public accountants for fiscal year ending December 31, 2025.

• Approval sought for issuance of common stock in connection with Convertible Note and Warrants, potentially exceeding 20% of outstanding shares.

• Shareholders may submit proposals for the 2026 Annual Meeting by specified deadlines.

Board of directors and corporate governance

• Board divided into three classes with staggered three-year terms; Dr. Gill serves as Executive Chairman.

• Directors have diverse backgrounds in life sciences, finance, and venture capital.

• Majority of directors are independent per NYSE American standards.

• Board meetings held regularly, with high attendance and periodic executive sessions for non-management directors.

• Code of Ethics adopted and available on the company website.

• Board leadership structure separates Chair and CEO roles to reinforce independence.