Tonix Pharmaceuticals (TNXP) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for May 8, 2025, to be held virtually, with shareholders able to vote and ask questions online.

• Shareholders of record as of March 19, 2025, are eligible to vote on eight proposals, including director elections, auditor ratification, reverse stock split, incentive plan amendment, employee stock purchase plan, executive compensation, and frequency of say-on-pay votes.

• The Board recommends voting in favor of all proposals and has engaged Alliance Advisors, LLC as proxy solicitor.

Voting matters and shareholder proposals

• Eight director nominees are up for election to serve until the next annual meeting.

• Ratification of EisnerAmper LLP as independent auditor for 2025 is proposed.

• Authorization for the Board to effect one or more reverse stock splits within a 1:2 to 1:250 ratio over the next year is sought.

• Amendment to the 2020 Stock Incentive Plan to add 1,000,000 shares for awards is proposed.

• Approval of a new 2025 Employee Stock Purchase Plan is requested.

• Advisory votes on executive compensation and the frequency of future say-on-pay votes are included, with the Board recommending a three-year frequency.

Board of directors and corporate governance

• The Board consists of eight nominees, with seven deemed independent under NASDAQ rules.

• The CEO also serves as Board Chairman, with an independent lead director providing oversight.

• The Board has Audit, Compensation, and Nominating and Corporate Governance Committees, all composed of independent directors.

• The Board held 11 meetings in 2024, with high attendance from all directors.

• Shareholders can communicate with the Board via written correspondence.