Solesence (SLSN) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for December 18, 2024, at the corporate headquarters in Romeoville, Illinois.

• Stockholders will vote on electing two Class III directors and ratifying the appointment of RSM US LLP as independent auditors for 2024.

• The record date for voting eligibility is November 22, 2024, with 69,994,979 shares outstanding, each entitled to one vote.

• Proxy materials and the annual report are distributed together, with options for electronic delivery to reduce environmental impact.

Voting matters and shareholder proposals

• Proposals include electing two Class III directors and ratifying RSM US LLP as auditors.

• Board recommends voting FOR both proposals.

• Quorum requires a majority of outstanding shares; plurality needed for director election, majority for auditor ratification.

• Shareholders can submit proposals for the 2025 meeting by July 30, 2025.

Board of directors and corporate governance

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

• Nominees: Jess A. Jankowski (President, CEO, CFO) and Mark E. Miller (Director), both with extensive industry and leadership experience.

• Other directors: R. Janet Whitmore (Chair) and Laura M. Beres, both with significant financial and strategic backgrounds.

• Board committees: Audit and Finance, Compensation, and Nominating and Corporate Governance, each with defined charters.

• Board held 21 meetings in 2023; all directors attended except one committee meeting.

• Board leadership structure separates Chair and CEO roles; diversity considered in nominations.

• Directors encouraged, but not required, to attend annual meetings.