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 online to reduce environmental impact and costs.

Voting matters and shareholder proposals

• Four directors are nominated for election to serve until the next annual meeting.

• Advisory votes on executive compensation (say-on-pay) and the frequency of such votes (say-on-frequency) are included.

• Ratification of Berkowitz Pollack Brant Advisors + CPAs, LLP as independent auditor for 2025.

• Proposal to amend the Articles of Incorporation to increase authorized common stock to 640,000,000 shares.

• Stockholders may submit proposals for the 2026 meeting between August 17 and September 16, 2026.

Board of directors and corporate governance

• Board consists of four independent directors with diverse backgrounds in healthcare, finance, and business.

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

• No separate Nominating Committee; independent directors handle nominations.

• Board leadership is separated between CEO and Chairman roles.

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