Talphera (TLPH) Proxy Filing summary

Executive summary

• Annual meeting scheduled for October 23, 2025, with virtual participation available for shareholders.

• Shareholders are encouraged to review proxy materials and vote by October 22, 2025.

Voting matters and shareholder proposals

• Election of three directors: Vincent J. Angotti, Stephen Hoffman, M.D., Ph.D., and Abhinav Jain, with board recommending votes in favor.

• Ratification of BPM LLP as independent registered public accounting firm for fiscal year ending December 31, 2025.

• Advisory approval of executive compensation and preferred frequency for future say-on-pay votes, with board recommending annual votes.

• Approval of Amended and Restated 2020 Equity Incentive Plan and 2011 Employee Stock Purchase Plan.

• Approval of an amendment to the Certificate of Incorporation to effect a reverse stock split of common stock.

Board of directors and corporate governance

• Board recommends all director nominees and all proposals presented for shareholder approval.