VYNE Therapeutics (VYNE) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for December 12, 2025, to elect two Class I directors, ratify the auditor, and hold an advisory vote on executive compensation.

• Only stockholders as of November 6, 2025, are eligible to vote; 33,286,422 shares outstanding as of the record date.

• Proxy materials are available online, and voting can be done by mail, phone, or internet.

Voting matters and shareholder proposals

• Proposals include electing two Class I directors (Elisabeth Sandoval Little and Steven Basta), ratifying Baker Tilly US, LLP as auditor, and approving executive compensation on an advisory basis.

• Directors are elected by plurality; auditor ratification and say-on-pay require a majority of shares cast.

• Stockholders may submit proposals for the 2026 meeting by July 15, 2026, for inclusion in the proxy statement.

Board of directors and corporate governance

• Board consists of five directors divided into three classes with staggered terms.

• Four of five directors are independent; Patrick LePore serves as lead independent director.

• Board met six times in 2024; all directors attended at least 75% of meetings.

• Committees: Audit (Barbari, Sandoval Little, Basta), Compensation (Barbari, Sandoval Little), Nominating and Corporate Governance (LePore, Barbari).

• Insider trading policy prohibits margin accounts, pledging, and hedging transactions.