Lyra Therapeutics (LYRA) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 14, 2025, to be held virtually via live webcast, with record date set as March 18, 2025.

• Stockholders will vote on four key proposals: election of two Class II Directors, ratification of the independent auditor, approval of a reverse stock split, 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 registered public accounting firm for fiscal year ending December 31, 2025.

• Approval of amendments to effect a reverse stock split at a ratio between 1-for-10 and 1-for-50, at Board discretion.

• Approval of adjournment of the meeting if more time is needed to solicit votes for the reverse stock split.

• Board unanimously recommends voting FOR all proposals.

Board of directors and corporate governance

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

• Majority of directors are independent per Nasdaq standards; Chairperson is not independent, so a lead independent director is appointed.

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

• Corporate Governance Guidelines and Code of Business Conduct and Ethics are in place and available on the company website.