Talphera (TLPH) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 22, 2026, with voting on director elections, auditor ratification, executive compensation, and amendments to equity and stock purchase plans.

• Stockholders can vote online, by phone, or by mail, and only those of record as of April 24, 2026, are eligible.

• The Board recommends voting in favor of all proposals, including the election of three Class III directors and approval of updated incentive and stock purchase plans.

Voting matters and shareholder proposals

• Proposals include electing three Class III directors, ratifying BPM LLP as auditor, advisory approval of executive compensation, and approving amended 2020 Equity Incentive and 2011 Employee Stock Purchase Plans.

• The Board recommends voting FOR all proposals; most require a majority of shares present or represented by proxy.

• Shareholder proposals for the 2027 meeting must be submitted by December 30, 2026, for inclusion in proxy materials.

Board of directors and corporate governance

• The Board consists of eight members divided into three classes, with a majority being independent under Nasdaq rules.

• Board committees include Audit, Compensation, Nominating and Corporate Governance, and Finance and Strategic Transactions, each with defined roles and independent members.

• Board leadership is separated between the Chairman and CEO, and director qualifications emphasize integrity, expertise, and diversity of experience.