Palvella Therapeutics (PVLA) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 10, 2026, with voting available online, by phone, mail, or during the meeting.

• Key proposals include director elections, auditor ratification, executive compensation, equity plan amendment, and potential adjournment.

• The board recommends voting for all proposals and one-year frequency for say-on-pay votes.

Voting matters and shareholder proposals

• Election of three Class III directors for terms expiring in 2029.

• Ratification of Ernst & Young LLP as independent auditor for 2026.

• Advisory approval of executive compensation and preferred frequency of annual say-on-pay votes.

• Approval of an amendment to the 2024 Equity Incentive Plan to add 750,000 shares.

• Approval to adjourn the meeting if insufficient votes are present for the equity plan amendment.

Board of directors and corporate governance

• Board consists of seven members, six of whom are independent; leadership roles are separated between CEO and Chair.

• Committees include Audit, Compensation, and Nominating & Corporate Governance, all composed of independent directors.

• Annual board and committee self-evaluations are conducted.

• Director nominees bring expertise in healthcare, investment, and governance.