ZyVersa Therapeutics (ZVSA) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for October 29, 2024, in a virtual-only format, with voting available online, by phone, or by mail for shareholders of record as of September 4, 2024.

• Four key proposals are up for vote: election of a director, ratification of the independent auditor, amendment of the equity incentive plan, and approval of common stock issuance upon warrant exercise.

• The company is advancing two proprietary drug development platforms, with clinical and preclinical programs targeting renal and inflammatory diseases.

• Recent corporate actions include two reverse stock splits and a business combination, resulting in the current capital structure.

Voting matters and shareholder proposals

• Proposal 1: Elect Min Chul Park, Ph.D., as Class II director for a three-year term.

• Proposal 2: Ratify Marcum LLP as independent registered public accounting firm for 2024.

• Proposal 3: Approve amendment to the 2022 Omnibus Equity Incentive Plan, increasing reserved shares by 150,000 to 181,795.

• Proposal 4: Approve issuance of up to 478,600 shares upon exercise of certain warrants, as required by Nasdaq rules.

• Shareholder proposals and director nominations for the 2025 meeting are due by May 13, 2025, for proxy inclusion.

Board of directors and corporate governance

• The board consists of five members, with a majority being independent under Nasdaq rules.

• Stephen C. Glover serves as CEO, President, and Chairman; the board periodically reviews the appropriateness of combining these roles.

• Board committees include audit, compensation, and nominating/governance, each with written charters and independent membership.

• The board met seven times in 2023, with all members attending at least 75% of meetings.

• Board diversity matrix discloses gender and ethnic composition as required by Nasdaq.