Solesence (SLSN) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for August 28, 2025, at the company’s headquarters in Romeoville, Illinois.

• Shareholders will vote on electing two Class I directors, approving the 2025 Equity Compensation Plan, and ratifying the appointment of RSM US LLP as independent auditors.

• The record date for voting eligibility is July 21, 2025, with 70,481,945 shares of common stock outstanding.

• The Board recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Proposal 1: Elect two Class I directors for three-year terms expiring in 2028.

• Proposal 2: Approve the 2025 Equity Compensation Plan, increasing available shares to 3 million.

• Proposal 3: Ratify RSM US LLP as independent auditors for 2025.

• Shareholder proposals for the 2026 meeting must be received by April 1, 2026.

Board of directors and corporate governance

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

• Nominees: R. Janet Whitmore (Chair) and Laura M. Beres (Director), both with significant industry and financial experience.

• Other directors: Jess A. Jankowski (CEO, President, CFO) and Mark E. Miller (Director).

• Board committees: Audit and Finance, Compensation, and Nominating and Corporate Governance.

• Two directors are considered independent under SEC and Nasdaq rules.

• Board held 16 meetings in 2024; all directors attended except one committee meeting.

• Board encourages, but does not require, director attendance at annual meetings.