Traws Pharma (TRAW) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on November 21, 2025, with voting on six key proposals and the election of seven directors.

• The record date for voting is October 2, 2025, and proxy materials are primarily distributed electronically to conserve resources and reduce costs.

• The board recommends voting for all director nominees, for the amended incentive plan, for executive compensation, for a biennial say-on-pay vote, for auditor ratification, and for the adjournment proposal if needed.

Voting matters and shareholder proposals

• Proposals include electing seven directors, amending the 2021 Incentive Compensation Plan, advisory votes on executive compensation and its frequency, ratifying KPMG as auditor, and potential adjournment to solicit more votes.

• Shareholders can vote online, by phone, mail, or during the virtual meeting; each share of common stock has one vote.

• The board recommends a biennial (every two years) say-on-pay advisory vote.

• No dissenters' or appraisal rights are available for any proposal.

Board of directors and corporate governance

• The board consists of seven members, with a mix of executive and independent directors; all but three are independent per NASDAQ rules.

• Board committees include Audit, Compensation, and Nominating and Corporate Governance, each with defined charters and independent membership.

• The board separates the roles of CEO and Chairman to enhance governance and oversight.

• Directors are elected annually by plurality vote; shareholders may nominate directors following bylaw procedures.