Lantern Pharma (LTRN) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on September 19, 2025, with shareholders able to vote and participate online.

• Four main proposals are up for vote: election of six directors, approval of a one-time stock option repricing, ratification of the external auditor, and potential adjournment to solicit more proxies.

• The board recommends voting in favor of all proposals.

• Forward-looking statements highlight risks and uncertainties, referencing risk factors in recent SEC filings.

Voting matters and shareholder proposals

• Shareholders will vote on electing six directors, repricing certain stock options, ratifying EisnerAmper LLP as auditor, and possibly adjourning the meeting to gather more votes.

• Proxy access allows groups holding at least 3% of shares for three years to nominate directors.

• Proposals require varying majorities; director elections are by plurality, while other proposals require a majority of votes present.

• Shareholders can vote online, by phone, mail, or during the virtual meeting.

Board of directors and corporate governance

• The board consists of six members, five of whom are independent; the sixth is the CEO.

• Committees include Audit, Compensation, and Nominating and Corporate Governance, each with independent directors and written charters.

• The board increased its size to six in July 2025 and filled the vacancy with Dr. Schalop.

• Board leadership is split between a chairman and a CEO; no formal policy on combining these roles.

• Policies include a code of conduct, insider trading policy, and anti-hedging rules for directors and officers.