RenovoRx (RNXT) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 30, 2026, with shareholders of record as of May 11, 2026, eligible to vote on key proposals.

• The Board unanimously recommends voting in favor of all proposals, including director elections, an equity plan amendment, and auditor ratification.

• Proxy materials are available online and by mail, and shareholders can vote via internet, mail, or in person.

Voting matters and shareholder proposals

• Shareholders will vote to elect six directors, approve an amendment to the 2021 Omnibus Equity Incentive Plan to add 2,000,000 shares, and ratify the appointment of Frank Rimerman + Co. LLP as the independent auditor for 2026.

• The Board recommends a vote "FOR" all proposals.

• Shareholders may submit proposals or director nominations for the 2027 meeting by specified deadlines.

Board of directors and corporate governance

• The Board consists of six members, four of whom are independent under Nasdaq rules.

• Committees include Audit, Compensation, and Nominating and Corporate Governance, each with defined responsibilities and independent chairs.

• The Board separates the roles of CEO and Executive Chairman and regularly holds executive sessions of independent directors.

• Director candidates are evaluated based on independence, diversity, expertise, and commitment to shareholder interests.