Lyra Therapeutics (LYRA) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 14, 2025, will be held virtually via webcast, with voting available online, by phone, or by mail.

• Record date for voting is March 18, 2025, with 65,880,561 shares outstanding and entitled to vote.

• Four main proposals: election of two Class II Directors, ratification of BDO USA, P.C. as auditor, approval of a reverse stock split (1-for-10 to 1-for-50), and potential adjournment to solicit more proxies if needed.

• Board recommends voting FOR all proposals.

Voting matters and shareholder proposals

• Election of C. Ann Merrifield and Harlan W. Waksal, M.D. as Class II Directors to serve until 2028.

• Ratification of BDO USA, P.C. as independent auditor for fiscal year ending December 31, 2025.

• Approval sought for a reverse stock split at a ratio between 1-for-10 and 1-for-50, at Board's discretion, to maintain Nasdaq listing and facilitate capital raising.

• Adjournment proposal allows meeting extension to gather more votes for the reverse split if necessary.

• Board unanimously recommends FOR all proposals.

Board of directors and corporate governance

• Board consists of six members divided into three staggered classes; directors may only be removed for cause by a two-thirds vote.

• Majority of directors are independent per Nasdaq standards; two directors are not independent.

• Board committees: Audit, Compensation, and Nominating & Corporate Governance, each with defined charters and independent membership.

• Board leadership structure includes an Executive Chair and a lead independent director.

• Corporate Governance Guidelines, Code of Business Conduct and Ethics, and insider trading policy are in place.