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 entitled to vote on eight proposals, including director elections, auditor ratification, stock split, incentive plan amendment, employee stock purchase plan, executive compensation, and voting frequency on executive pay.

• 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 one or more reverse stock splits within a 1:2 to 1:250 ratio is sought, with timing and ratio at Board discretion.

• 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, advisory vote on executive compensation, and advisory vote on a three-year frequency for future say-on-pay votes are included.

Board of directors and corporate governance

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

• The CEO also serves as Chairman; an independent lead director provides oversight and acts as liaison.

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

• The Board values diversity, with two female directors, one director contributing racial/ethnic diversity, and one identifying as LGBTQ+.