Gain Therapeutics (GANX) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 24, 2026, with voting on director elections and auditor ratification.

• Proxy materials are available online, and shareholders can vote by internet, phone, mail, or in person.

• Only shareholders of record as of April 27, 2026, are eligible to vote; 42,654,038 shares are outstanding.

Voting matters and shareholder proposals

• Shareholders will vote on electing seven directors and ratifying Ernst & Young AG as the independent auditor for 2026.

• Directors are elected by plurality; auditor ratification requires a majority of shares present or represented.

• Shareholder proposals for the 2027 meeting must be submitted by January 13, 2027, for proxy inclusion.

Board of directors and corporate governance

• The board consists of seven members, with five determined to be independent under Nasdaq rules.

• The board is led by a separate Chairman and CEO, with Dr. Islam as Chairman and Gene Mack as CEO.

• Three standing committees: Audit, Compensation, and Nominating & Corporate Governance, all with independent members.

• Directors attended 100% of meetings in 2025.

• Corporate governance documents, code of ethics, and committee charters are available online.