Adial Pharmaceuticals (ADIL) Proxy filing summary

Executive summary

• Annual Meeting convened on September 17, 2026, with 48.7% of outstanding shares represented, establishing quorum.

• Eight of twelve proposals were voted on and approved; four proposals were adjourned pending Nasdaq approval.

• Adjourned meeting to reconvene on October 1, 2026, with no changes to the proposals.

Voting matters and shareholder proposals

• Election of two Class II directors, Cary J. Claiborne and Robertson H. Gilliland, to serve until 2029, both expected to resign after all proposals are approved.

• Ratification of CBIZ CPAs P.C. as independent auditor for fiscal year ending December 31, 2026.

• Approval to increase authorized common shares from 100 million to 500 million.

• Approval for issuance of up to 552,940 shares upon exercise of Series F warrants.

• Approval of amendments to the 2017 Equity Incentive Plan, new 2026 Equity Incentive Plan, and 2026 Employee Stock Purchase Plan.

• Approval to adjourn the meeting if further solicitation is needed for remaining proposals.

Board of directors and corporate governance

• Directors elected for five-year terms, with planned resignations contingent on proposal approvals.

• Board retains authority to amend equity plans and administer new incentive and purchase plans.