ABVC BioPharma (ABVC) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on June 3, 2025, to consider six key proposals, including director re-elections, auditor ratification, a related party land purchase, an equity plan amendment, and a reverse stock split.

• Shareholders of record as of April 28, 2025, are entitled to vote, with each share granting one vote.

• The Board unanimously recommends voting in favor of all proposals and nominees.

• Voting is by proxy only; no voting will occur during the virtual meeting.

Voting matters and shareholder proposals

• Proposals include re-election of 11 directors, ratification of Simon & Edward, LLP as auditor, approval of a related party land purchase, amendment to the equity incentive plan, and a reverse stock split.

• The land purchase involves issuing shares and warrants to a director, potentially exceeding 20% of outstanding stock.

• The equity plan amendment increases available shares to 15% of outstanding shares, with annual 5% increases until a 15% cap is reached.

• The reverse stock split proposal allows a split of up to 1-for-28, at the Board's discretion, to maintain Nasdaq compliance.

• All proposals require a majority of votes cast to pass, except director elections, which are by plurality.

Board of directors and corporate governance

• The Board consists of 11 directors, with a majority deemed independent under Nasdaq rules.

• Three standing committees: Audit, Compensation, and Corporate Governance/Nominating, all comprised of independent directors.

• Guidelines for director selection emphasize ethics, experience, and diversity.

• Board leadership is separated between CEO and Chairman; the Board oversees risk management.

• Several directors and officers have family relationships.