Evoke Pharma (EVOK) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 21, 2025, to be held virtually, with advance registration required for participation and voting.

• Four main proposals: election of two directors, ratification of BDO USA, P.C. as auditor, advisory vote on executive compensation, and advisory vote on frequency of say-on-pay votes.

• Record date for voting is March 24, 2025, with 1,492,858 shares of common stock outstanding.

Voting matters and shareholder proposals

• Proposal 1: Election of Malcolm R. Hill, Pharm.D. and Vickie W. Reed as directors for a three-year term expiring at the 2028 annual meeting.

• Proposal 2: Ratification of BDO USA, P.C. as independent registered public accounting firm for fiscal year ending December 31, 2025.

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

• Proposal 4: Advisory vote on frequency of say-on-pay (board recommends every three years).

• Shareholder proposals for the 2026 meeting must be received by December 11, 2025, for inclusion in the proxy statement.

Board of directors and corporate governance

• Board divided into three classes with staggered three-year terms; current nominees and continuing directors have extensive industry, financial, and governance experience.

• All directors except the CEO are independent under Nasdaq standards.

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

• Three standing committees: audit, compensation, and nominating/corporate governance, each with written charters and independent members.

• Audit committee chaired by Vickie W. Reed, who is designated as an audit committee financial expert.

• Board met six times in 2024; all directors attended at least 75% of meetings.