Filana Therapeutics (FLNA) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 11, 2026, with shareholders able to vote online, by phone, or by mail.

• The company has rebranded as Filana Therapeutics and added new leadership and board members to strengthen expertise, especially in TSC-related epilepsy.

• Shareholders are asked to approve an amendment to the 2018 Omnibus Incentive Plan, ratify the auditor, and provide a non-binding say-on-pay vote.

• The company continues to address FDA questions regarding its TSC-related epilepsy program and is exploring additional disease targets.

Voting matters and shareholder proposals

• Election or re-election of three Class II directors for three-year terms.

• Approval of Amendment No. 2 to the 2018 Omnibus Incentive Plan, increasing authorized shares from 5,000,000 to 9,000,000 and extending the plan through January 31, 2030.

• Ratification of Ernst & Young LLP as independent auditor for fiscal year 2026.

• Non-binding advisory vote on 2025 executive compensation.

• Procedures for shareholder proposals and nominations for the 2027 annual meeting are outlined.

Board of directors and corporate governance

• The board consists of eight directors, with two retiring at the 2026 meeting.

• Board committees include Audit, Compensation, and Nominating and Governance, all composed of independent directors.

• The board maintains a majority of independent directors and separates the roles of CEO and Chair.

• Board meetings and committee attendance are high, and director qualifications emphasize diverse expertise.