Talphera (TLPH) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for October 23, 2025, to be held virtually, with voting on seven key proposals 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.

• Proxy materials are available online, and shareholders can vote via internet, phone, or mail.

Voting matters and shareholder proposals

• Election of three Class II directors for terms expiring in 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 vote).

• Approval of amended 2020 Equity Incentive Plan (adding 1.4M shares) and amended 2011 Employee Stock Purchase Plan (increasing reserve to 445,000 shares).

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

• 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 biotech, finance, and operations.

• Four standing committees: Audit, Compensation, Nominating and Corporate Governance, and Finance and Strategic Transactions.

• Board leadership is separated between Chairman and CEO.

• Board and committee meeting attendance and independence are emphasized.

• Code of Business Conduct and Ethics and Insider Trading Policy are in place.