NRx Pharmaceuticals (NRXP) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for March 23, 2026, in a virtual-only format, with record date set as February 12, 2026.

• Key proposals include election of two directors, amendment to the Omnibus Incentive Plan, ratification of auditors, and a non-binding say-on-pay vote.

• Board unanimously recommends voting in favor of all proposals.

• Proxy materials and annual report are available online and by request.

Voting matters and shareholder proposals

• Election of Chaim Hurvitz and Michael Taylor as Class I directors for terms expiring at the 2028 annual meeting.

• Approval sought for an amendment to increase the annual share reserve in the 2021 Omnibus Incentive Plan.

• Ratification of Weinberg & Company, P.A. as independent auditors for fiscal year ending December 31, 2025.

• Non-binding advisory vote on executive compensation (say-on-pay) in line with Dodd-Frank requirements.

• Procedures for shareholder proposals and director nominations outlined, with advance notice requirements.

Board of directors and corporate governance

• Board divided into three classes with staggered three-year terms; removal of directors only for cause by 75% vote.

• Board committees: Audit, Compensation, and Nominating & Corporate Governance, all with independent members.

• Board and committee charters available on the company website.

• Board diversity matrix and director biographies provided.

• Code of Business Conduct and Ethics applies to all directors, officers, and employees.