Abeona Therapeutics (ABEO) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 12, 2026, with voting available online, by phone, mail, or during the meeting.

• Five key proposals are up for vote: election of directors, advisory approval of executive compensation, ratification of the auditor, increase in equity plan shares, and amendment to remove the advance notice provision for director nominations.

• The board recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Proposal 1: Elect three Class 1 directors (Michael Amoroso, Keith A. Goldan, Bernhardt G. Zeiher, M.D.) for three-year terms.

• Proposal 2: Advisory vote to approve named executive officer compensation for 2025.

• Proposal 3: Ratify Deloitte & Touche LLP as independent auditor for fiscal year 2026.

• Proposal 4: Approve increase in shares reserved under the 2023 Equity Incentive Plan from 8,400,000 to 11,500,000.

• Proposal 5: Approve amendment to remove advance notice provision for director nominations from the Certificate of Incorporation.

Board of directors and corporate governance

• The board consists of nine directors, with a majority being independent under Nasdaq rules.

• Four standing committees: Audit, Compensation, Nominating and Corporate Governance, and Science and Technology.

• Board leadership is separated between the Chairman and CEO roles.

• Directors are elected to staggered three-year terms.

• The board encourages director attendance at annual meetings and maintains a code of business conduct and ethics.