Valion Bio (VIBO) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on May 28, 2026, with voting on key proposals and the opportunity for shareholders to submit questions before and during the meeting.

• Only holders of common stock as of April 24, 2026, are entitled to vote; preferred stockholders are excluded from voting on all matters.

• The Board recommends voting in favor of all proposals, including director election, equity plan amendment, auditor ratification, and several share issuance approvals.

Voting matters and shareholder proposals

• Election of one Class II director (Dean Zikria) for a three-year term.

• Approval to amend the 2021 Equity Incentive Plan, increasing authorized shares by 2,581,608.

• Ratification of Rosenberg Rich Baker Berman, P.A. as independent auditor for 2026.

• Approval of share issuances related to Series C and Series B Preferred Stock, convertible notes, and warrants, as well as an equity line of credit with Tumim Stone Capital.

• Approval to adjourn the meeting if necessary to solicit additional proxies.

Board of directors and corporate governance

• Board consists of four directors with one vacancy; three are independent under Nasdaq rules.

• Board committees include Audit and Risk, Compensation, and Nominations and Corporate Governance, all composed of independent directors.

• Board diversity is considered in director selection, with emphasis on varied backgrounds and expertise.

• Board leadership is separated between Chairperson and CEO roles.