Turn Therapeutics (TTRX) Proxy filing summary

Executive summary

• Annual meeting scheduled virtually for Nov. 30, 2026; shareholders vote on two Class I directors and auditor ratification. Board recommends FOR both proposals.

• Record date Oct. 5, 2026; 30,532,704 shares outstanding, with one vote per share.

Voting matters and shareholder proposals

• Bradley Burnam and Dr. Neil Ghodadra stand for election to terms ending at the 2029 annual meeting; plurality voting applies, and WITHHOLD votes do not affect results.

• Ratification of WithumSmith + Brown, PC for FY2026 requires FOR votes to exceed AGAINST votes; abstentions have no effect.

• Rule 14a-8 proposals for the 2027 meeting must arrive by June 21, 2027; advance-notice proposals and director nominations are due Aug. 2–Sept. 1, 2027.

Board of directors and corporate governance

• Six directors serve three-year staggered terms; four directors—Andrew Gengos, Arthur Golden, Dr. Kent Kester and Martin Dewhurst—were determined independent.

• Board has no chair or lead independent director; independent directors hold executive sessions, and the Board says its structure supports oversight through independent directors and committees.

• Three standing committees oversee audit, compensation, and nominations/governance; annual Board, committee and director assessments are conducted.

• Non-employee directors became eligible after the Direct Listing’s first anniversary for $70,000 annual RSU grants and a $30,000 annual cash retainer; audit chair may receive an additional $25,000 retainer.