Trevi Therapeutics (TRVI) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on June 3, 2026, with voting on five key proposals, including director election, auditor ratification, executive compensation, stock plan amendment, and an increase in authorized shares.

• Stockholders of record as of April 6, 2026, are eligible to vote via internet, phone, mail, or during the virtual meeting.

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

Voting matters and shareholder proposals

• Election of one Class I director (Michael Heffernan) to serve until the 2029 Annual Meeting.

• Ratification of Ernst & Young LLP as independent auditor for fiscal year ending December 31, 2026.

• Advisory approval of executive compensation (say-on-pay).

• Approval of the Amended and Restated 2019 Stock Incentive Plan, increasing shares by 8,000,000 and adding governance features.

• Approval of an amendment to increase authorized common shares from 200,000,000 to 400,000,000.

Board of directors and corporate governance

• Board consists of six members divided into three classes with staggered terms.

• Majority of directors are independent per Nasdaq rules; CEO is not independent.

• Board committees include audit, compensation, and nominating/governance, all with independent members.

• Board leadership structure separates CEO and Chairman roles.

• Corporate governance guidelines and code of ethics are in place and publicly available.