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 director elections, amendment to the Omnibus Incentive Plan, auditor ratification, 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 shareholders are encouraged to vote by proxy if not attending.

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 of an amendment to the 2021 Omnibus Incentive Plan to increase the annual share reserve for equity awards.

• 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).

• Shareholder proposals for the 2026 meeting must be received at least 120 days before the anniversary of this proxy statement.

Board of directors and corporate governance

• Board is classified into three staggered classes; directors serve three-year terms.

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

• Board diversity matrix and director biographies provided.

• Board encourages shareholder communication and has policies for director nominations.