Galecto (GLTO) Proxy Filing summary

Executive summary

• Special Meeting will vote on six key proposals, including share issuance, charter amendment, redomestication, new equity plans, and meeting adjournment.

• Board recommends voting in favor of all proposals, citing strategic benefits and alignment with shareholder interests.

• The meeting will be held virtually, and only shareholders of record as of the set date may vote.

Voting matters and shareholder proposals

• Proposal 1: Approve issuance of common stock upon conversion of Series B and C Preferred Stock.

• Proposal 2: Amend Certificate of Incorporation to increase authorized common shares from 300M to 500M.

• Proposal 3: Redomesticate from Delaware to Cayman Islands, adopting new governing documents.

• Proposal 4: Approve 2026 Equity Incentive Plan, authorizing 9,299,832 shares with annual increases.

• Proposal 5: Approve 2026 Employee Stock Purchase Plan, authorizing 619,989 shares with annual increases.

• Proposal 6: Approve adjournment/postponement of the meeting if more votes are needed.

Board of directors and corporate governance

• Board remains unchanged post-redomestication, with current directors and officers continuing in their roles.

• Board structure includes staggered three-year terms and classified board provisions.

• Anti-takeover provisions include classified board, special meeting limitations, and preferred stock rights.