Valion Bio (VIBO) Proxy filing summary

Executive summary

• The annual meeting will be held virtually in 2026, with stockholders able to vote electronically and submit questions before or during the meeting.

• Only holders of common stock as of the record date are entitled to vote; preferred stockholders have no voting rights on these matters.

• The Board recommends voting in favor of all proposals, including director election, equity plan amendment, auditor ratification, and several share issuance approvals.

Voting matters and shareholder proposals

• Election of one Class II director to serve until 2029.

• Amendment to the 2021 Equity Incentive Plan to increase authorized shares by 2,581,608.

• Ratification of Rosenberg Rich Baker Berman, P.A. as independent auditor for 2026.

• Approval of share issuances related to Series C and Series B Preferred, convertible notes, and warrants, as well as an equity line of credit with Tumim Stone Capital.

• Approval to adjourn the meeting if more votes are needed for any proposal.

Board of directors and corporate governance

• Board consists of four directors with one vacancy; all current directors attended at least 75% of meetings in 2025.

• Three standing committees: Audit and Risk, Compensation, and Nominations and Corporate Governance, all composed of independent directors.

• Board diversity is valued, with consideration of varied backgrounds, skills, and experiences.

• The roles of Chairperson and CEO are separated.