Traws Pharma (TRAW) Proxy filing summary

Executive summary

• The annual meeting will be held virtually in 2026, with shareholders able to vote and submit questions online.

• Shareholders will vote on electing seven directors, amending the 2021 Incentive Compensation Plan, ratifying KPMG as auditor, approving share issuance under certain warrants, and potentially adjourning the meeting to solicit more votes.

• The board recommends voting in favor of all proposals and director nominees.

Voting matters and shareholder proposals

• Proposal 1: Elect seven directors to serve until the 2027 annual meeting.

• Proposal 2: Amend the 2021 Incentive Compensation Plan to add 2,000,000 shares and make administrative changes.

• Proposal 3: Ratify KPMG LLP as independent auditor for fiscal year 2026.

• Proposal 4: Approve issuance of shares upon exercise of Series B and C Warrants per Nasdaq Rule 5635(d).

• Proposal 5: Approve adjournment of the meeting if more time is needed to solicit votes.

Board of directors and corporate governance

• The board consists of seven members, with a mix of executive and independent directors.

• Board committees include Audit, Compensation, and Nominating & Corporate Governance, each with defined roles and independent members.

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

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