Talphera (TLPH) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for October 23, 2025, to be held virtually; record date is August 29, 2025.

• Seven key proposals up for shareholder vote, including director elections, auditor ratification, executive compensation, equity plans, and a reverse stock split.

• Board recommends voting FOR all proposals and 1 YEAR for the frequency of say-on-pay votes.

Voting matters and shareholder proposals

• Election of three Class II directors to serve until 2028.

• Ratification of BPM LLP as independent auditor for 2025.

• Advisory vote on executive compensation and on the frequency of such votes (Board recommends annual).

• Approval of amended 2020 Equity Incentive Plan (adds 1.4M shares) and amended 2011 Employee Stock Purchase Plan (adds 100,000 shares).

• Approval of a reverse stock split at a ratio between 1-for-10 and 1-for-30 to regain Nasdaq compliance.

• Procedures for shareholder proposals and director nominations for the 2026 meeting are outlined.

Board of directors and corporate governance

• Board consists of seven members, majority independent, with diverse backgrounds in biopharma, finance, and business development.

• Board committees include Audit, Compensation, Nominating and Corporate Governance, and Finance and Strategic Transactions.

• Board leadership is separated between Chairman and CEO roles.

• Non-employee director cash compensation suspended for one year starting October 2024; equity compensation increased.