Sonnet BioTherapeutics (SONN) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for September 26, 2025, to be held virtually; record date is August 26, 2025.

• Stockholders will vote on director elections, executive compensation, say-on-pay frequency, and auditor ratification.

• Proxy materials and annual report are available online; multiple voting methods are provided.

Voting matters and shareholder proposals

• Election of five directors to serve until the 2026 Annual Meeting.

• Advisory vote on executive compensation (say-on-pay) and on the frequency of future say-on-pay votes, with Board recommending every three years.

• Ratification of KPMG LLP as independent registered public accounting firm for fiscal year ending September 30, 2025.

• Procedures for submitting shareholder proposals and director nominations for the 2026 Annual Meeting are outlined.

Board of directors and corporate governance

• Board consists of five members, with three deemed independent under Nasdaq and SEC rules.

• Board committees: Audit (Bhatt, Dyrness, McNeill), Compensation (Dyrness, Bhatt), and Nominating & Corporate Governance (Bhatt, Dyrness, McNeill).

• No formal policy on board diversity; focus is on professional accomplishment and business knowledge.

• Board met five times in fiscal 2024; all directors attended at least 75% of meetings.

• Code of Business Conduct and Ethics and Insider Trading Policy are in place and publicly available.