Tenax Therapeutics (TENX) Proxy filing summary

Executive summary

• Annual Meeting scheduled for June 2, 2026, to elect directors and ratify the independent auditor for 2026.

• Proxy materials and annual report are provided electronically to reduce costs and environmental impact.

• Shareholders of record as of April 8, 2026, are entitled to vote; 25,775,500 shares outstanding.

• Voting can be done online, by phone, mail, or in person; proxies may be revoked before the meeting.

Voting matters and shareholder proposals

• Two proposals: election of seven directors for a one-year term and ratification of Cherry Bekaert LLP as independent auditor for 2026.

• No shareholder proposals were submitted for the 2026 meeting.

• Board recommends voting FOR all director nominees and FOR auditor ratification.

• Shareholder proposals for 2027 must be submitted by December 23, 2026.

Board of directors and corporate governance

• Board consists of seven members, majority independent, with separate CEO and Chairman roles.

• Three standing committees: Audit and Compliance, Compensation, and Corporate Governance and Nominating, all composed of independent directors.

• Annual review of board leadership structure and director independence.

• Directors are evaluated for diversity, experience, and independence; stockholders may recommend candidates.

• Board met four times in 2025; all directors attended at least 75% of meetings.