Windtree Therapeutics (WINT) Proxy Filing summary

Executive summary

• Special Meeting scheduled for February 3, 2025, to address key corporate actions including a reverse stock split and equity plan amendment.

• Stockholders of record as of December 20, 2024, are eligible to vote on the proposals.

• The Board unanimously recommends approval of all proposals presented at the meeting.

Voting matters and shareholder proposals

• Proposal 1: Approve a reverse stock split of common stock at a ratio between 1-for-5 and 1-for-50, at the Board's discretion, to help maintain Nasdaq listing and improve stock perception.

• Proposal 2: Approve an amendment to the 2020 Equity Incentive Plan to increase authorized shares from 41,010 to 1,141,010, supporting talent retention and alignment with shareholder interests.

• Proposal 3: Approve adjournment of the meeting if there are insufficient votes or lack of quorum.

Board of directors and corporate governance

• The Board retains discretion to implement or abandon the reverse split before February 3, 2026, even if approved by shareholders.

• Proxy solicitation is managed by Campaign Management, LLC, with an estimated fee of $10,500.

• Stockholder proposals for the 2025 Annual Meeting must be received by May 6, 2025, for inclusion in proxy materials.