Galecto (GLTO) Proxy Filing summary

Voting matters and shareholder proposals

• Approval sought for conversion of Series B and Series C Non-Voting Convertible Preferred Stock into common stock, subject to Nasdaq Listing Rule 5635(a).

• Proposal to amend the Certificate of Incorporation to increase authorized common stock from 300,000,000 to 500,000,000.

• Proposal to redomesticate from Delaware to the Cayman Islands, including adoption of new memorandum and articles of association.

• Approval of the 2026 Equity Incentive Plan and 2026 Employee Stock Purchase Plan.

• Proposal to adjourn or postpone the meeting if necessary to solicit additional votes.

Executive summary

• Special meeting called to approve key corporate actions including stock conversions, capital increase, redomestication, and new equity plans.

• Board recommends voting in favor of all proposals, citing benefits such as increased flexibility, cost savings, and alignment with shareholder interests.

Board of directors and corporate governance

• Board remains unchanged through redomestication; directors' terms and classes preserved.

• Board retains authority to issue additional shares and fill vacancies; classified board structure maintained.

• New directors affiliated with major investors appointed following recent transactions.