Valion Bio (VIBO) Proxy filing summary

Executive summary

• Special meeting proposals seek discretionary authority for a 1-for-2 to 1-for-12 reverse split, 272,000 additional 2021 Plan shares, and authority to adjourn to solicit votes; the Board unanimously recommends FOR all three.

• If approved, the Board may implement or abandon the reverse split within 12 months; its stated aims include Nasdaq listing compliance, broader investor interest, and improved liquidity, with no assurance of those outcomes.

Voting matters and shareholder proposals

• Each proposal requires FOR votes from a majority of shares present or represented by proxy and entitled to vote; abstentions count as AGAINST, while broker non-votes do not affect Proposals 2 and 3.

• Proposal 2 is non-routine and requires beneficial-owner voting instructions; Proposals 1 and 3 are expected to be routine.

• Proposal 3 would let the Board adjourn the meeting if needed to solicit additional proxies for Proposals 1 and 2, including from holders who previously voted against them.

• For the 2027 annual meeting, stockholder proposals and director nominations generally must be received January 28–February 27, 2027, subject to alternate timing if the meeting date shifts.

Board of directors and corporate governance

• The Board unanimously approved the reverse split authorization on September 25, 2026, and the plan amendment on September 30, 2026; it may set the reverse-split ratio or abandon the split before filing.

• The virtual special meeting permits electronic voting and question submission, but will not include a live Q&A session.

• The Compensation Committee administers the 2021 Plan unless the Board assumes that role; it must comprise at least two directors intended to meet applicable independence and non-employee-director standards.