Indaptus Therapeutics (INDP) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on July 28, 2026, with voting rights for shareholders of record as of June 12, 2026.

• Four main proposals will be voted on: election of directors, auditor ratification, approval of a new equity incentive plan, and approval for a potential large private placement of shares.

• The Board recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Shareholders will elect three Class II directors to serve until 2029.

• Ratification of Haskell & White LLP as independent auditor for 2026 is up for vote.

• Approval is sought for the 2026 Equity Incentive Plan, reserving 10% of outstanding shares, with an annual 5% increase provision.

• Approval is requested for issuing up to $300 million in common stock via private placements, potentially exceeding 20% of current shares.

• Shareholder proposals for future meetings must comply with bylaw and SEC requirements.

Board of directors and corporate governance

• The Board consists of six members divided into three staggered classes, with directors serving three-year terms.

• All directors except the CEO are considered independent under Nasdaq rules.

• The Board has Audit, Compensation, Nominating, and Science and Technology Committees, each with defined responsibilities.

• The Nominating Committee considers diversity and a broad range of skills in director selection.