Atossa Therapeutics (ATOS) Proxy filing summary

Executive summary

• Annual Meeting scheduled for May 7, 2026, to be held virtually; record date is March 19, 2026.

• Stockholders will vote on five key proposals, including director elections, auditor ratification, a potential reverse stock split, executive compensation, and possible adjournment.

• Board unanimously recommends voting in favor of all proposals.

• Proxy materials, including the 2025 Annual Report, have been distributed to eligible stockholders.

Voting matters and shareholder proposals

• Proposal 1: Election of three Class II directors for terms expiring in 2029.

• Proposal 2: Ratification of Ernst & Young LLP as independent auditor for fiscal 2026.

• Proposal 3: Approval of a reverse stock split (2:1 to 20:1 ratio) if needed to maintain Nasdaq listing.

• Proposal 4: Advisory vote on executive compensation (say-on-pay).

• Proposal 5: Approval to adjourn the meeting if additional proxy solicitation is needed.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of seven directors divided into three classes with staggered terms.

• Five of seven directors are independent; Dr. Quay (CEO) and Dr. Chen are not independent.

• Board committees (Audit, Compensation, Nominating/Governance) are composed solely of independent directors.

• Lead Independent Director role established when Chairman is not independent.

• Board met eight times in 2025, with high attendance and regular executive sessions of independent directors.