GT Biopharma (GTBP) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for July 24, 2025, to vote on director elections, auditor ratification, executive compensation, major share issuances, and an equity plan amendment.

• Board recommends voting in favor of all proposals, including director nominees, auditor ratification, executive pay, share issuances, and plan amendment.

• Proxy materials are primarily distributed electronically to reduce costs and environmental impact.

Voting matters and shareholder proposals

• Proposals include electing four directors, ratifying Weinberg & Company, P.A. as auditor, advisory vote on executive compensation, approval of share issuances under Nasdaq Rule 5635, and increasing shares under the 2022 Omnibus Incentive Plan.

• Board recommends voting FOR all proposals.

• Shareholders may submit proposals for the 2026 meeting between March 26 and April 25, 2026.

Board of directors and corporate governance

• Board set at four members: Michael Breen (Chair/CEO), Charles J. Casamento, Hilary Kramer, and Andrew J. Ritter.

• All directors except Breen are independent and serve on all board committees.

• Board diversity policy in place; one female director.

• Board held six meetings in 2024; all directors attended at least 75% of meetings.

• Code of conduct and ethics applies to all directors, officers, and employees.