Alto Neuroscience Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect two Class II directors (Raymond Sanchez, M.D. and Gwill York) to serve until the 2029 Annual Meeting.

2. 2

   Ratification of Selection of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify Audit Committee’s selection of Deloitte & Touche LLP as independent registered public accounting firm for fiscal year 2026.

3. 3

   Approval of Amendment and Restatement of the 2024 Equity Incentive Plan

   ManagementBoard: FOR

   Approve amendment to 2024 Equity Incentive Plan to treat outstanding pre-funded warrants the same as outstanding shares of Common Stock for purposes of calculating the annual evergreen share reserve additions.

   More detail

   The Board seeks shareholder approval to amend and restate the company’s 2024 Equity Incentive Plan to modify the plan’s evergreen share-reserve formula to include pre-funded warrants in the base calculation for the annual automatic increase. Specifically, the amendment expands the definition of outstanding Capital Stock used to compute the 5% annual increase to be the sum of issued and outstanding shares and shares issuable upon exercise of pre-funded warrants. Management argues this change is necessary because the company recently issued pre-funded warrants in private placements and excluding them would dilute the intended replenishment rate relative to fully-diluted share count; including them preserves the plan’s headroom to grant awards and maintain competitive compensation practices. The amendment would be effective only if approved by shareholders; otherwise, the existing evergreen formula remains. The plan contains standard features such as broad discretion for the Board/committee to grant awards, mechanisms to recycle forfeited shares, performance award provisions, limits on non-employee director compensation and standard change-in-control and anti-dilution adjustments. Shareholders should note that the proposal benefits employees and directors by increasing the long-term share reserve and that board members and executives are eligible to receive awards, presenting potential conflicts of interest. The Board recommends a vote FOR, asserting the amendment supports retention and market alignment while ensuring adequate share availability for future grants. The approval requires a majority of votes cast.

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When is the Alto Neuroscience Inc 2026 annual meeting?

Alto Neuroscience Inc (ANRO) holds its 2026 annual shareholder meeting on Tuesday, May 12, 2026.

What is the record date for the Alto Neuroscience Inc 2026 meeting?

The record date for the Alto Neuroscience Inc 2026 meeting is Monday, March 16, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Alto Neuroscience Inc's 2026 meeting?

The board is presenting 2 director nominees at the Alto Neuroscience Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Alto Neuroscience Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Alto Neuroscience Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.