Tvardi Therapeutics (TVRD) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 9, 2026, to be held virtually, with stockholders voting on director elections, executive compensation, frequency of say-on-pay votes, and auditor ratification.

• Only stockholders of record as of April 14, 2026, are eligible to vote, with 9,381,344 shares outstanding.

• The company completed a merger in April 2025, changing its name and business focus, and effected a 1-for-3 reverse stock split.

Voting matters and shareholder proposals

• Proposals include electing three directors, approving executive compensation on an advisory basis, determining the frequency of say-on-pay votes, and ratifying Deloitte & Touche LLP as auditor.

• The board recommends annual say-on-pay votes and supports all proposals.

• Stockholders may submit proposals for the 2027 meeting by December 24, 2026.

Board of directors and corporate governance

• The board consists of six members, with a majority deemed independent under Nasdaq standards.

• Board leadership is separated, with an independent chair and regular executive sessions.

• Three standing committees: Audit, Compensation, and Nominating and Corporate Governance, each with independent members.

• Directors are elected to staggered three-year terms; nominees have significant industry and leadership experience.

• A Code of Business Conduct and Ethics and Corporate Governance Guidelines are in place.