Lunai Bioworks (LNAI) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for October 31, 2025, and will be held virtually for enhanced shareholder access and participation.

• Four key proposals will be voted on: election of directors, say-on-pay, auditor ratification, and amendments to the equity incentive plan.

• The board recommends voting in favor of all proposals and has provided detailed instructions for voting and proxy revocation.

• A 1-for-10 reverse stock split was effected on September 30, 2025, and all share data is adjusted accordingly.

Voting matters and shareholder proposals

• Proposals include electing four directors, advisory approval of executive compensation, ratification of Sadler, Gibb & Associates LLC as auditor, and amendments to the 2023 Equity Incentive Plan.

• Voting rights are one vote per share; only stockholders of record as of October 3, 2025, may vote.

• The board recommends voting FOR all proposals.

• No dissenters' or appraisal rights are available for any proposal.

• Shareholder proposals for the next annual meeting must comply with SEC requirements and be submitted in advance.

Board of directors and corporate governance

• Four nominees for director: David Weinstein, James A. McNulty, Douglas W. Calder, and Mark A. Collins, each with extensive industry and leadership experience.

• The board currently has five seats, with the chairman position vacant.

• Three standing committees: Audit, Compensation, and Nominating & Corporate Governance, each with defined charters and independent members.

• Board and committee meetings were well-attended, and independence is determined per Nasdaq rules.

• The board has adopted a clawback policy, insider trading policy, and code of ethics.