Valion Bio (VIBO) Proxy filing summary

Executive summary

• Special Meeting scheduled for August 14, 2026, to be held virtually, with voting available online, by phone, or by mail.

• Only holders of common stock as of the record date are entitled to vote; preferred stockholders have no voting rights for this meeting.

• Board recommends voting FOR both proposals: reverse stock split authorization and adjournment authority.

Voting matters and shareholder proposals

• Proposal 1 seeks approval for a reverse stock split at a ratio between 1-for-5 and 1-for-50, at the Board's discretion within twelve months of approval.

• Proposal 2 authorizes the Board to adjourn the meeting to solicit additional proxies if needed.

• Both proposals require a majority of shares present or represented by proxy to pass; abstentions count as votes against.

• No dissenters' rights are available for either proposal.

• Advance notice procedures for shareholder proposals and director nominations for the 2027 annual meeting are outlined.

Board of directors and corporate governance

• Board has authority to determine the reverse split ratio and may abandon the split at its discretion.

• Board has adopted a written related person transaction policy and reviews such transactions through the Audit and Risk Committee.