Trevi Therapeutics (TRVI) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 3, 2026, with voting available online, by phone, or by mail for shareholders of record as of April 6, 2026.

• Key proposals include director election, auditor ratification, executive compensation advisory vote, stock plan amendment, and an increase in authorized shares.

• The Board unanimously recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Shareholders will vote on electing one Class I director, ratifying Ernst & Young LLP as auditor, approving executive compensation, amending the 2019 Stock Incentive Plan, and increasing authorized common shares from 200M to 400M.

• Voting can be done online, by phone, by mail, or during the virtual meeting.

• Broker non-votes and abstentions are not counted for most proposals except auditor ratification and share increase.

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

Board of directors and corporate governance

• The Board is divided into three classes with staggered three-year terms; Michael Heffernan is nominated for re-election as Class I director.

• Board committees include audit, compensation, and nominating/governance, all composed of independent directors except the CEO.

• The Board separates the roles of CEO and Chairman and conducts regular self-evaluations and executive sessions.

• Corporate governance guidelines and a code of business conduct and ethics are in place.