Abvc Biopharma Inc

The proposal asks shareholders to approve the Company’s 2026 Equity Incentive Plan, which will replace the terminated 2016 Plan and formalize an Award Pool comprised of the shares remaining from the 2016 Plan plus a one-time 15% adjustment and an annual 5% evergreen increase beginning January 1, 2027. Management seeks shareholder approval to ensure the Company can continue granting options, stock appreciation rights, restricted stock, restricted stock units, performance awards and other equity-based compensation to employees, directors and consultants, thereby supporting recruitment and retention and aligning compensation with shareholder value. The 2026 Plan largely preserves terms of the prior plan but clarifies the formula for determining the aggregate number of shares available for issuance and includes specific per-person limits and performance-award caps. The proposal is contextualized by the technical termination of the 2016 Plan on February 16, 2026 and prior shareholder actions (including a 2026 Amendment) that adjusted the award pool. Approval would bring consistency to the Company’s long-term incentive program and enable the Current Awards to be governed under the new Plan. Governance implications include dilution risk from an expanded award pool and the evergreen mechanics that automatically increase available shares each year, which shareholders should weigh against the benefits of management alignment. The Board’s unanimous recommendation to vote FOR is premised on maintaining competitive compensation practices and preserving flexibility to grant equity to key personnel. The vote required is a simple majority of votes cast at the meeting.

This proposal asks shareholders to ratify equity awards that the Board granted after the 2016 Plan terminated on February 16, 2026 but prior to shareholder approval of the 2026 Plan. Management represents that these Current Awards were granted in reliance on a 2026 Amendment previously approved by shareholders and were necessary to continue providing equity incentives without interruption. Ratification would confirm the awards’ validity and permit them to remain outstanding under the terms described, and, if Proposal No. 1 is approved, to be governed by the 2026 Plan. The Board frames ratification as protective of employee retention and recruitment and as preserving continuity in compensation practices; it also notes that ratification supports alignment of employee, director and consultant interests with shareholders. From a governance standpoint, shareholders should consider that the awards were made after a plan termination, raising questions about timing and process, but management asserts the awards were appropriate and that ratification merely formalizes prior actions. The filing contains placeholders for specifics of the Current Awards (number of options, exercise price ranges, and vesting) indicating some details are not disclosed in the preliminary statement. The Board unanimously recommends a vote FOR to avoid disruption of incentive programs and to confirm the effectiveness of the Current Awards upon shareholder approval.

Proposal No. 3 requests shareholder authorization to issue up to 6,638,591 shares of common stock (or securities convertible into or exercisable for common stock) at a price not less than $1.00 per share in connection with a proposed acquisition of farmland in Puli Township, Taiwan. Management seeks pre-approval to comply with Nasdaq Listing Rule 5635(d), which requires shareholder approval for issuances that could equal or exceed 20% of outstanding shares or voting power when issued for non-public, non-cash consideration at a price below the greater of book or market value. The filing describes a multi-year transaction pathway involving subsidiary AiBtl, formation of Yun Zhi Yi to hold title, nominee holding arrangements, and that a director and >10% shareholder, Ms. Shuling Jiang, has been authorized to temporarily hold legal title—raising potential related-party transaction considerations that the Company says it will address if applicable. The Company frames the acquisition as strategic to expand operations in Taiwan and Asia, providing operational flexibility and supporting future expansion, but notes that final development is contingent on regulatory approvals, financing, and the definitive agreement. By seeking approval now, the Board intends to avoid the time and cost of another shareholder meeting and to permit prompt execution of the definitive agreement once terms are finalized, while reserving discretion over final price, allocation of cash vs. equity, and other transaction terms. Governance and financial considerations for shareholders include potential dilution (the Record Date closing price was $1.15 and the requested floor is $1.00), valuation of in-kind consideration, and the involvement of a director in nominee title-holding which could present conflicts requiring disclosure and procedural compliance. The Board unanimously recommends voting FOR to preserve transactional flexibility and ensure compliance with Nasdaq rules, but shareholders should weigh dilution and related-party risk against the strategic rationale articulated by management.