Yarrow Bioscience (YARW) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for December 12, 2024, to vote on five key proposals, including director elections, auditor ratification, executive compensation, say-on-pay frequency, and an amendment to the equity incentive plan.

• Only stockholders of record as of November 6, 2024, are eligible to vote; quorum is one-third of outstanding shares.

• Voting can be done in person, by mail, phone, or internet, with Broadridge tabulating votes.

Voting matters and shareholder proposals

• Election of two Class III directors (David Domzalski and Patrick LePore) for terms expiring at the 2027 annual meeting.

• Ratification of Baker Tilly US, LLP as independent auditor for fiscal year ending December 31, 2024.

• Advisory vote on executive compensation (say-on-pay) and on the frequency of future say-on-pay votes, with the Board recommending annual votes.

• Approval sought for an amendment to the 2023 Equity Incentive Plan to increase share reserve and adjust plan features.

• Shareholder proposals for the 2025 meeting must be submitted by July 15, 2025, for inclusion in the proxy statement.

Board of directors and corporate governance

• Board consists of seven directors divided into three staggered classes; majority are independent under Nasdaq rules.

• Lead independent director structure in place; Patrick LePore serves in this role.

• Board diversity includes both gender and ethnic representation.

• Three standing committees: Audit, Compensation, and Nominating and Corporate Governance, all with independent members.

• Board and committees met regularly in 2023, with all directors attending at least 75% of meetings.