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 three directors, advisory approval of executive compensation, ratification of Deloitte & Touche LLP as auditor, increase in equity plan shares, and amendment to remove advance notice for director nominations.

• The Board recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Proposal 1: Election of Michael Amoroso, Keith A. Goldan, and Bernhardt G. Zeiher, M.D. as Class 1 directors for three-year terms.

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

• Proposal 3: Ratification of Deloitte & Touche LLP as independent auditor for 2026.

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

• Proposal 5: Amend Certificate of Incorporation to remove advance notice provision for director nominations, shifting such provisions to the bylaws for greater flexibility.

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, each with independent members.

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

• Directors are elected to staggered three-year terms, with diversity and expertise considered in nominations.