United-Guardian (UG) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on May 13, 2026, with voting conducted by proxy only; no in-person attendance or voting is permitted.

• Stockholders will vote on electing seven directors, advisory votes on executive compensation and its frequency, and ratification of the independent auditor.

• Proxy materials, including the Proxy Statement and Annual Report, are available online, and all proxies must be received before the meeting.

Voting matters and shareholder proposals

• Proposals include electing seven directors, advisory votes on executive compensation and its frequency, and ratification of Grassi & Co. as independent auditor for 2026.

• Advisory vote on executive compensation frequency offers options of one, two, or three years, with the Board recommending annual votes.

• Stockholder proposals for the 2027 meeting must be submitted by December 14, 2026, for inclusion in the proxy statement.

Board of directors and corporate governance

• The Board consists of seven directors, six of whom are independent under NASDAQ rules; Donna Vigilante is not independent due to her executive role.

• The Board has Audit, Compensation, and Investment Committees, all composed of independent directors.

• The Board does not have a lead director; independent directors meet in executive session at least twice per year.

• Director nominations are handled by the full Board, with final selections by a majority of independent directors.