SIGA Technologies (SIGA) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on June 10, 2025, with stockholders voting on key proposals including director elections, auditor ratification, and a charter amendment to limit officer liability.

• Proxy materials are primarily distributed online, with voting available via internet, phone, or mail for stockholders of record as of April 17, 2025.

• The company emphasizes the importance of stockholder participation and provides detailed instructions for accessing and voting at the virtual meeting.

Voting matters and shareholder proposals

• Stockholders will vote to elect eight directors, ratify PricewaterhouseCoopers LLP as the independent auditor for 2025, and approve an amendment to limit certain officer liabilities.

• The proposed charter amendment aligns officer exculpation with recent Delaware law, protecting officers from certain direct stockholder claims but not from breaches of loyalty or bad faith.

• Stockholder proposals for the 2026 meeting must be submitted by December 2025 for inclusion in proxy materials.

Board of directors and corporate governance

• The board consists of eight members, with all but the CEO considered independent under Nasdaq rules.

• Board committees (Audit, Compensation, Nominating and Corporate Governance) are composed entirely of independent directors and operate under written charters.

• The board regularly reviews its leadership structure and does not require a separate chairperson or lead director.

• The Nominating Committee considers stockholder recommendations for director nominees and has established minimum qualifications for board candidates.