United-Guardian (UG) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on May 15, 2025, to elect six directors, vote on executive compensation matters, and ratify the independent auditor for 2025.

• Only stockholders of record as of April 2, 2025, are entitled to vote; 4,594,319 shares of common stock are outstanding.

• Proxy materials, including the annual report, are available online, and voting can be done by mail or internet.

Voting matters and shareholder proposals

• Proposals include electing six directors, advisory votes on executive compensation and its frequency, and ratification of Grassi & Co. as auditor.

• The board recommends annual advisory votes on executive compensation and supports all proposals.

• Stockholder proposals for the 2026 meeting must be received by December 16, 2025, for inclusion in proxy materials.

Board of directors and corporate governance

• The board consists of six directors, five of whom are independent under NASDAQ rules.

• Board committees include Audit, Compensation, and Investment; only the Audit Committee has a chairman.

• The board meets regularly, with independent directors holding executive sessions twice a year.

• Director nominations are handled by the full board, with final selections by a majority of independent directors.