Valion Bio (VIBO) Proxy filing summary

Executive summary

• Special Meeting scheduled for August 14, 2026, will be held virtually to maximize accessibility for all shareholders.

• Only holders of common stock as of July 7, 2026, are entitled to vote; preferred stockholders have no voting rights for this meeting.

• Two main proposals: reverse stock split authorization and potential adjournment to solicit more proxies.

• Board unanimously recommends voting FOR both proposals.

Voting matters and shareholder proposals

• Proposal 1: Authorize the board to effect a reverse stock split at a ratio between 1-for-5 and 1-for-50 within twelve months of approval, at the board's discretion.

• Proposal 2: Allow the board to adjourn the meeting if more time is needed to solicit proxies for Proposal 1.

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

• Board recommends voting FOR both proposals.

• 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 timing, or to abandon the split if deemed unnecessary.

• Board has adopted a written policy for reviewing and approving related party transactions.

• No director or executive officer has a material interest in the proposals beyond their equity holdings.