Pulmatrix (PULM) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for December 18, 2024, will be held virtually with no in-person attendance permitted.

• Stockholders as of October 31, 2024, are eligible to vote on key proposals, including director elections and auditor ratification.

• Proxy materials are distributed primarily via Internet to reduce costs and environmental impact, with paper copies available upon request.

• Voting can be conducted online, by phone, mail, or during the virtual meeting; proxies default to Board recommendations if no instructions are given.

Voting matters and shareholder proposals

• Stockholders will vote on the election of two Class I directors for terms expiring in 2027.

• Ratification of Marcum LLP as the independent registered public accounting firm for fiscal year 2024 is on the agenda.

• Board recommends voting FOR all nominees and the auditor ratification.

• Shareholder proposals for the 2025 meeting must be submitted by July 11, 2025, for proxy inclusion.

Board of directors and corporate governance

• Board consists of five directors, divided into three classes with staggered terms.

• All current directors are considered independent under Nasdaq rules.

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

• No formal diversity policy, but a variety of perspectives and skills are considered in nominations.

• No family relationships or material legal proceedings involving directors or executive officers.