RenovoRx (RNXT) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for June 24, 2025, to vote on director elections, amendments to the equity incentive plan, and auditor ratification.

• Shareholders of record as of April 25, 2025, are eligible to vote, with materials distributed by mail and online.

• The board unanimously recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Six current directors are nominated for re-election to serve until the 2026 annual meeting.

• Two amendments to the 2021 Omnibus Equity Incentive Plan: add 913,794 shares (2.5% of outstanding) and increase the annual “evergreen” provision from 3% to 5%.

• Ratification of Frank Rimerman + Co. LLP as the independent auditor for 2025.

• Shareholder proposals for the 2026 meeting must be submitted by March 26, 2026.

Board of directors and corporate governance

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

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

• The board separates the roles of CEO and Chairman and holds regular executive sessions of independent directors.

• Director compensation includes cash retainers and annual option grants, with a maximum annual limit of $250,000 per director.

• The board encourages diversity in skills, background, and experience, though no formal diversity policy exists.