Theriva Biologics (TOVX) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for October 31, 2024, with five key proposals up for shareholder vote, including director elections, auditor ratification, amendments to the stock incentive plan, an increase in authorized shares, and potential adjournment for further proxy solicitation if needed.

• The Board recommends voting in favor of all proposals and has set September 27, 2024, as the record date for voting eligibility.

• A 1-for-25 reverse stock split was effected on August 26, 2024, and all share numbers are adjusted accordingly.

Voting matters and shareholder proposals

• Four incumbent directors are nominated for re-election; a plurality vote is required.

• Ratification of BDO USA, P.C. as the independent auditor for 2024 is proposed.

• Amendments to the 2020 Stock Incentive Plan would increase available shares from 280,000 to 2,500,000 and raise the annual non-employee director grant limit to 250,000 shares.

• An amendment to the Articles of Incorporation would increase authorized common stock from 14,000,000 to 350,000,000 shares.

• Adjournment of the meeting may be approved to allow further proxy solicitation if necessary.

Board of directors and corporate governance

• The Board consists of four members, three of whom are independent under NYSE American standards.

• The Board has an independent Chairman and separate CEO, with committees for Audit, Compensation, and Nominations.

• All directors attended at least 75% of meetings in 2023; committee charters and codes of conduct are available online.

• The Board reviews related party transactions and has a process for shareholder communications.