TherapeuticsMD (TXMD) Proxy Filing summary

Executive summary

• Annual meeting scheduled for December 15, 2025, to be held virtually for all stockholders of record as of October 20, 2025.

• Key proposals include director elections, say-on-pay, say-on-frequency, auditor ratification, and a charter amendment to increase authorized shares.

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

Voting matters and shareholder proposals

• Stockholders will vote on electing four directors, approving executive compensation (say-on-pay), determining the frequency of future say-on-pay votes, ratifying the independent auditor, and amending the articles to increase authorized common stock to 640,000,000 shares.

• Board recommends voting for all director nominees, for say-on-pay, for annual say-on-pay frequency, for auditor ratification, and for the charter amendment.

• Stockholders may submit proposals for the 2026 meeting between July 6, 2026, and September 16, 2026.

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 Nominating Committee; independent directors select nominees.

• Board held nine meetings in 2024; all directors attended at least 75% of meetings.

• Board leadership is separated between CEO and Chairman roles.