Neuphoria Therapeutics (NEUP) Proxy filing summary

Executive summary

• Annual Meeting scheduled for November 2, 2026, will be held virtually, with voting available online, by phone, or by mail.

• Key proposals include electing one Class II director, ratifying the independent auditor, and authorizing adjournment if needed.

• Only shareholders of record as of September 10, 2026, are eligible to vote.

• Proxy solicitation is managed by the board and Sodali & Co., with an estimated cost of $20,000.

• The meeting will not address the proposed merger with Scancell Holdings plc; a separate meeting will be held for that purpose.

Voting matters and shareholder proposals

• Proposal 1: Elect Alan Fisher as Class II director for a term expiring at the 2029 Annual Meeting.

• Proposal 2: Ratify Wolf & Company P.C. as independent registered public accounting firm for fiscal year ending June 30, 2027.

• Proposal 3: Authorize adjournment of the meeting to solicit additional proxies if necessary.

• Board recommends voting FOR all proposals.

• Shareholder proposals for the 2027 meeting must be submitted by July 27, 2027, for inclusion in the proxy statement.

Board of directors and corporate governance

• Board consists of five members, divided into three staggered classes.

• Alan Fisher is nominated for re-election as Class II director; he also serves as Non-Executive Chair and Audit Committee Chair.

• Majority of directors are independent per Nasdaq rules; board reviews independence and performance annually.

• Board responsibilities include strategic oversight, compliance, and annual performance evaluations.

• Two standing committees: Audit and Risk Management, and Nomination and Compensation.