Galecto (GLTO) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on June 18, 2025, with voting on three key proposals: election of two Class II directors, approval of common stock issuance upon Series A Preferred Stock conversion, and ratification of the independent auditor for 2025.

• Only stockholders of record as of April 2025 are entitled to vote; voting can be done online, by phone, mail, or during the virtual meeting.

• The company continues to qualify as an emerging growth and smaller reporting company, utilizing related disclosure exemptions until at least December 31, 2025.

Voting matters and shareholder proposals

• Proposal 1: Elect Carl Goldfischer, M.D. and David Shapiro, M.D. as Class II directors for a three-year term ending in 2028.

• Proposal 2: Approve issuance of common stock upon conversion of Series A non-voting convertible preferred stock issued to Bridge Medicines LLC.

• Proposal 3: Ratify EY Godkendt Revisionspartnerselskab as independent registered public accounting firm for fiscal year 2025.

• Board recommends voting FOR all proposals.

• Shareholder proposals and director nominations for the 2026 meeting must follow advance notice procedures outlined in the bylaws.

Board of directors and corporate governance

• Board consists of eight directors divided into three classes, with annual elections for one class.

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

• Three standing committees: Audit, Compensation, and Nominating and Corporate Governance, all comprised solely of independent directors.

• Board and committees met regularly in 2024, with high attendance.

• Code of Business Conduct and Ethics and insider trading policy are in place; compensation recovery policy adopted in 2023.