Galectin Therapeutics (GALT) Proxy Filing summary

Executive summary

• The 2025 annual meeting will be held virtually on December 3, 2025, allowing shareholders to participate remotely and vote online, with access beginning at 10:45 a.m. EST.

• Shareholders will vote on the election of eleven directors, a non-binding advisory resolution on executive compensation, the frequency of future say-on-pay votes, and the ratification of Cherry Bekaert LLP as independent auditor.

• Only holders of Common Stock or Series A 12% Convertible Preferred Stock as of October 7, 2025, are entitled to vote; Series C Preferred Stock does not have voting rights prior to conversion.

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

Voting matters and shareholder proposals

• Proposals include: election of eleven directors, advisory approval of executive compensation, advisory vote on frequency of say-on-pay, ratification of auditor, and other business.

• Board recommends voting FOR all director nominees, FOR executive compensation, FOR triennial say-on-pay votes, and FOR auditor ratification.

• Shareholders may submit proposals for the 2026 meeting by June 24, 2026, for inclusion in proxy materials, or by September 4, 2026, for other business.

Board of directors and corporate governance

• Eleven nominees, including experienced professionals from diverse backgrounds, are up for election; most are independent under NASDAQ rules.

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

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

• Directors attended at least 75% of meetings in 2024; all were present at the last annual meeting.