Tonix Pharmaceuticals (TNXP) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on May 7, 2026, with shareholders voting on key proposals including director elections, auditor ratification, a reverse stock split, and a new stock incentive plan.

• Only shareholders of record as of March 19, 2026, are eligible to vote, with proxy materials available online and by mail.

• The Board recommends voting in favor of all proposals and has engaged a proxy solicitor to assist with the process.

Voting matters and shareholder proposals

• Shareholders will vote on electing nine directors, ratifying PwC as auditor for 2026, authorizing a reverse stock split (ratios between 1:2 and 1:250), and approving the 2026 Stock Incentive Plan.

• The Board is not aware of any other business to be brought before the meeting.

• Shareholder proposals for the 2027 meeting must be submitted by December 2026.

Board of directors and corporate governance

• The Board consists of nine members, with a mix of industry, legal, and financial expertise; seven are independent under NASDAQ rules.

• The CEO serves as Board Chair, with an independent lead director providing oversight.

• The Board has Audit, Compensation, and Nominating & Corporate Governance Committees, all composed of independent directors.

• Directors are selected based on professional accomplishment, business knowledge, and ability to further shareholder interests.

• Insider trading and code of ethics policies are in place for all directors, officers, and employees.