Rockwell Medical (RMTI) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for May 20, 2025, with voting on four key proposals, including director elections, executive compensation, auditor ratification, and an amendment to the long-term incentive plan.

• Only stockholders of record as of March 24, 2025, are eligible to vote, with one vote per share of common stock; a majority is required for quorum.

• The meeting will be held virtually, and stockholders can participate, vote, and ask questions online.

Voting matters and shareholder proposals

• Proposal 1: Election of two Class I directors for three-year terms expiring in 2028.

• Proposal 2: Advisory vote on executive compensation (say-on-pay).

• Proposal 3: Ratification of EisnerAmper LLP as independent auditor for 2025.

• Proposal 4: Amendment to the 2018 Long Term Incentive Plan, increasing shares reserved by 5,000,000 and extending the plan to 2035.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board is divided into three classes with staggered terms; majority are independent per Nasdaq rules.

• Chairman and CEO roles are separated to enhance accountability and independence.

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

• Directors are subject to stock ownership guidelines and anti-hedging/pledging policies.