Windtree Therapeutics (WINT) Proxy Filing summary

Executive summary

• Achieved key milestones in 2024, including progress in Phase 2b clinical trials for istaroxime in cardiogenic shock and a regional licensing partnership in Asia Pacific with Lee's Pharmaceutical, potentially worth up to $138 million in milestones and royalties.

• Improved capital efficiency by reducing cash burn, eliminating $15 million in deferred liabilities, securing bridge and private financing, and establishing an equity line of credit.

• Expanded pipeline with the acquisition of a novel oncology preclinical platform, focusing on high unmet need cancers.

• Priorities for the remainder of 2024 include delivering SEISMIC Part 2 extension study results, executing the SCAI Stage C study, and pursuing additional business development and licensing activities.

Voting matters and shareholder proposals

• Stockholders will vote on: election of four directors, advisory approval of executive compensation, ratification of EisnerAmper LLP as auditor, approval of share issuances for committed equity financing, and approval of share issuances upon conversion of Series C Preferred Stock and exercise of related warrants.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board size will be reduced from five to four members after the annual meeting, with three independent directors.

• Director nominees: Craig E. Fraser, Jed Latkin, Saundra Pelletier, and Mark Strobeck, Ph.D.; Robert Scott, M.D. will not stand for re-election.

• Board committees: Audit, Compensation, and Governance, all comprised of independent directors.

• Lead independent director role established to enhance governance.

• Annual board and committee self-evaluations conducted.

• Insider trading policy prohibits hedging, short sales, and pledging of company shares by insiders.