TherapeuticsMD (TXMD) Proxy Filing summary

Executive summary

• Annual meeting scheduled for December 5, 2024, to be held virtually for all stockholders of record as of October 17, 2024.

• Key items include election of four directors, advisory vote on executive compensation, and ratification of the independent auditor.

• Proxy materials are primarily distributed electronically to reduce environmental impact and costs.

Voting matters and shareholder proposals

• Stockholders will vote on electing four directors, approving executive compensation (say-on-pay), and ratifying Berkowitz Pollack Brant as independent auditor for 2024.

• Majority voting policy applies to uncontested director elections; directors must offer resignation if they receive more withheld than for votes.

• Stockholders may submit proposals for the 2025 meeting between June 27 and September 6, 2025.

Board of directors and corporate governance

• Board consists of four directors, all deemed independent under Nasdaq and SEC rules.

• Audit and Compensation Committees are composed entirely of independent directors.

• No separate Nominating Committee; independent directors select nominees.

• Board diversity matrix: 1 female, 3 male directors; all white.

• Board held 23 meetings in 2023; all directors attended at least 75% of meetings.

• Anti-hedging and anti-pledging policy prohibits directors, officers, and employees from hedging or pledging company securities.