Spruce Biosciences (SPRB) Proxy filing summary

Executive summary

• The annual meeting is scheduled for May 21, 2026, to be held virtually, with voting on director elections, auditor ratification, executive compensation, and say-on-pay frequency.

• A 1:75 reverse stock split was effected in August 2025, impacting all share amounts and equity awards.

• The record date for voting is March 24, 2026, with 1,372,278 shares outstanding.

Voting matters and shareholder proposals

• Shareholders will vote to elect three Class III directors for terms expiring in 2029.

• Ratification of BDO USA, P.C. as independent auditor for fiscal 2026 is on the agenda.

• Advisory votes will be held on executive compensation and the frequency of future say-on-pay votes, with the board recommending annual votes.

• No other matters are expected, but proxies may vote on additional business if raised.

Board of directors and corporate governance

• The board consists of seven members, divided into three classes with staggered three-year terms.

• A majority of directors are independent per Nasdaq rules; the board is chaired by an independent director.

• Committees include Audit, Compensation, and Nominating, all composed of independent directors.

• The board met 12 times in the last fiscal year, with regular executive sessions for non-employee directors.

• Stockholders can communicate with the board via a formal process.