Windtree Therapeutics (WINT) Proxy Filing summary

Executive summary

• Achieved key milestones in 2024, including progress in Phase 2b clinical trials and a regional licensing partnership for the cardiovascular portfolio, with potential milestones up to $138 million and double-digit royalties for the Asia Pacific region.

• 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, targeting high unmet needs in cancer.

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 in favor of all proposals.

Board of directors and corporate governance

• Board size reduced from five to four members, with three independent directors.

• 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, Governance) are fully independent; annual self-evaluations and director education are emphasized.

• Lead independent director role established to enhance governance.