VistaGen Therapeutics (VTGN) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on September 10, 2026, to elect four directors, approve executive compensation on an advisory basis, and ratify KPMG LLP as the independent auditor for fiscal year ending March 31, 2027.

• Shareholders of record as of July 22, 2026, are entitled to vote, with materials provided primarily via internet to reduce costs and environmental impact.

• The board unanimously recommends voting in favor of all proposals and emphasizes the importance of shareholder participation.

Voting matters and shareholder proposals

• Four director nominees are up for election: Ann M. Cunningham, Shawn K. Singh, Jon S. Saxe, and Douglas J. Williamson.

• Advisory vote on executive compensation (Say-on-Pay) is included, with the board recommending approval.

• Ratification of KPMG LLP as independent auditor is proposed, with board support.

• Procedures for submitting shareholder proposals for the 2027 meeting are outlined, including deadlines and requirements.

Board of directors and corporate governance

• The board is currently composed of six members, reducing to four after the meeting, with ongoing efforts to recruit additional qualified directors.

• All current nominees bring extensive experience in biopharmaceuticals, finance, law, and governance.

• Board committees include Audit, Compensation, and Corporate Governance and Nominating, each with defined responsibilities and independent membership.

• The board separates the roles of CEO and Chair, and most directors are independent per Nasdaq standards.