vTv Therapeutics (VTVT) Proxy filing summary

Executive summary

• Annual Meeting scheduled for June 10, 2025, will be held virtually with no in-person attendance permitted.

• Stockholders of record as of April 15, 2025, are entitled to vote on proposals and participate online.

• Proxy materials are provided via Internet access to reduce environmental impact and costs.

• The company qualifies as a "smaller reporting company" and uses scaled disclosure requirements.

Voting matters and shareholder proposals

• Two proposals: (1) election of seven director nominees, (2) ratification of Ernst & Young LLP as independent auditor for 2025.

• Board recommends voting FOR both proposals.

• No shareholder proposals were submitted for the 2025 meeting.

• Procedures for submitting proposals and director nominations for 2026 are outlined, with specific deadlines.

Board of directors and corporate governance

• Board consists of seven directors, with certain investors retaining nomination rights under agreements.

• Board committees: Audit, Compensation, and Nominating & Corporate Governance, all with independent members.

• Special voting procedures require at least five directors to approve major actions for three years post-2024 financing.

• Board diversity, independence, and attendance at meetings are emphasized.