Atossa Therapeutics (ATOS) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 8, 2025, to be held virtually; record date is March 20, 2025.

• Proposals include election of two Class I directors, ratification of auditor, advisory votes on executive compensation and its frequency, and other business.

• Board unanimously recommends voting for all director nominees, for auditor ratification, for executive compensation, and for annual say-on-pay votes.

• Proxy materials and annual report are available online; shareholders encouraged to vote in advance.

Voting matters and shareholder proposals

• Proposal 1: Election of two Class I directors for terms expiring in 2028.

• Proposal 2: Ratification of Ernst & Young LLP as independent auditor for 2025.

• Proposal 3: Advisory approval of executive compensation (say-on-pay).

• Proposal 4: Advisory vote on frequency of say-on-pay (Board recommends every one year).

• Shareholder proposals for 2026 meeting must be received by November 26, 2025, for inclusion.

Board of directors and corporate governance

• Board consists of seven directors divided into three classes; five of seven are independent.

• Board leadership combines Chairman and CEO roles, with a Lead Independent Director appointed.

• All key committees (Audit, Compensation, Nominating and Governance) are composed solely of independent directors.

• Board met seven times in 2024; all directors attended at least 95% of meetings.

• Board emphasizes diversity, with 28% female and 28% racially/ethnically diverse directors.