ZyVersa Therapeutics (ZVSA) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for October 29, 2024, in a virtual-only format, with voting on four key proposals and updates on company governance and compensation policies.

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

• Recent corporate actions include a business combination, two reverse stock splits, and ongoing efforts to expand the equity incentive plan.

Voting matters and shareholder proposals

• Proposal 1: Election of one Class II director (Min Chul Park, Ph.D.) for a three-year term.

• Proposal 2: Ratification of Marcum LLP as independent auditor for 2024.

• Proposal 3: Amendment to increase shares reserved under the 2022 Omnibus Equity Incentive Plan by 150,000 to 181,795.

• Proposal 4: Approval of issuance of up to 478,600 shares upon exercise of certain warrants, per Nasdaq rules.

• Shareholder proposals for the 2025 meeting must be submitted by May 13, 2025, for proxy inclusion.

Board of directors and corporate governance

• The board consists of five members, with a majority being independent as per Nasdaq standards.

• Stephen C. Glover serves as both CEO and Chairman; the board reviews the appropriateness of this structure regularly.

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

• Board diversity matrix provided, with focus on increasing diversity in recent nominations.

• Code of Business Conduct and Ethics and insider trading policies are in place.