Windtree Therapeutics (WINT) Proxy Filing summary

Executive summary

• Special Meeting scheduled for February 3, 2025, to address key corporate actions including a reverse stock split and equity plan amendment.

• Stockholders of record as of December 20, 2024, are eligible to vote on the proposals.

• The Board unanimously recommends approval of all proposals presented.

Voting matters and shareholder proposals

• Proposal 1: Approve a reverse stock split of common stock at a ratio between 1-for-5 and 1-for-50, at the Board's discretion, to help maintain Nasdaq listing.

• Proposal 2: Approve an amendment to increase shares authorized under the 2020 Equity Incentive Plan from 41,010 to 1,141,010.

• Proposal 3: Approve adjournment of the meeting if there are insufficient votes or lack of quorum.

• Each proposal requires a majority of votes cast for approval; abstentions and broker non-votes have no effect.

Board of directors and corporate governance

• The Board retains discretion on the timing and ratio of the reverse split, with authority to abandon the action if deemed not in the best interest of the company.

• The Compensation Committee administers the equity plan and may delegate authority for non-Section 16 participants.