Galectin Therapeutics (GALT) Proxy Filing summary

Executive summary

• The 2024 annual meeting will be held virtually on January 23, 2025, allowing shareholders to participate remotely and vote online, with the same rights as an in-person meeting.

• Shareholders will vote on electing eleven directors, ratifying the appointment of Cherry Bekaert LLP as independent auditors, and other business as may arise.

• Only holders of Common Stock or Series A 12% Convertible Preferred Stock as of November 25, 2024, are entitled to vote.

• Proxy materials are distributed electronically to reduce costs and environmental impact, with paper copies available upon request.

Voting matters and shareholder proposals

• Proposals include electing eleven directors and ratifying Cherry Bekaert LLP as auditors for 2024.

• Board recommends voting FOR all director nominees and auditor ratification.

• Shareholders can submit proposals for the 2025 meeting by August 5, 2025, for inclusion in proxy materials.

• Voting can be done by mail, internet, phone, or during the virtual meeting.

Board of directors and corporate governance

• Eleven nominees, including experienced professionals from diverse backgrounds, are up for election.

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

• Board structure separates Chairman and CEO roles to enhance governance.

• Board diversity matrix: 1 female, 10 male directors; representation includes African American, Asian, and two or more races.

• All directors except the CEO and Dr. Carson are considered independent.