Annovis Bio Inc

This management proposal seeks shareholder approval to amend the Company’s 2019 Equity Incentive Plan by increasing the aggregate share reserve by 1,500,000 shares (from 4,000,000 to 5,500,000) and raising the maximum number of shares that may be awarded to any individual in a calendar year from 400,000 to 600,000. Management and the Board assert that equity grants are a critical element of the Company’s ability to attract and retain talent in a competitive biotechnology labor market and that without additional authorized shares the Company would be forced to substitute cash-based compensation or be unable to grant competitive awards. The filing notes that as of December 31, 2025 approximately 2.39 million awards were outstanding (excluding contingent December grants), and that the Board already approved contingent grants that are conditioned on stockholder approval of this amendment. From a governance and shareholder perspective, the proposal significantly increases the pool of potentially dilutive securities and raises the annual per-person cap, which could concentrate dilution among a small group of recipients; shareholders should weigh the dilutive impact against the operational need. The amendment authorizes broad discretion to the Board and its compensation committee to determine recipients, award types, terms and vesting, including change-in-control provisions and repricing restrictions tied to stockholder approval requirements, which is typical but increases reliance on board governance practices. The Board’s recommendation emphasizes preserving the ability to grant incentives and avoiding potentially dilutive cash compensation; it frames the amendment as necessary for future hiring and retention. Investors should consider the Company’s recent equity usage, the CEO’s compensation arrangements (including equity in lieu of cash bonuses), the absence of identified future awards, and the potential accounting and economic impacts of additional equity issuance. A careful vote therefore balances the operational benefits of continued equity grant flexibility against the cumulative dilution and governance safeguards the Board commits to implement.

This non-binding management proposal asks shareholders to approve, on an advisory basis, the Company’s disclosed executive compensation for named executive officers (the “Say-on-Pay” vote). Management frames this as an assessment of the overall compensation philosophy, policies and practices disclosed in the proxy (including base salary, bonuses, equity awards and benefit programs) rather than any single element, and indicates that the Board and Compensation Committee will take the non-binding result into account when setting future pay. The context includes significant use of equity-based awards, including the CEO’s receipt of stock options in lieu of cash bonuses, which aligns pay with long-term shareholder value but also concentrates upside among insiders and contributes to dilution. The vote is non-binding, so even if not approved management can legally maintain its programs, but a negative vote would be a strong governance signal prompting potential changes in pay design or greater shareholder engagement. The Board recommends a FOR vote and asserts that pay is consistent with market practice and designed to attract and retain executive talent. Sophisticated investors should evaluate the disclosed compensation mix, performance measures, recent option grants, potential pay-for-performance alignment and any governance concerns (for example, CEO dual roles and the Company’s size and stage). Given the Company’s reliance on equity compensation to conserve cash, the Say-on-Pay result will be informative about shareholder tolerance for equity-heavy pay and may influence future award pacing and disclosure.

This advisory management proposal asks shareholders to indicate whether Say-on-Pay votes should be held every one, two or three years, with the Board recommending a two-year frequency. The decision is non-binding but intended to inform the Board’s policy; management argues a two-year cadence provides sufficient time to observe the effect of compensation changes and allows meaningful engagement without imposing undue administrative burden. From a governance perspective, more frequent votes (annual) increase direct shareholder feedback and responsiveness but can produce short-term pressure on compensation design; less frequent votes reduce administrative costs but limit shareholder opportunity to express views. For this Company, which relies on equity awards and is in an active talent and development phase, the Board judged that a two-year cycle balances responsiveness and stability. Investors should consider how quickly compensation programs may change and how often they want to register approval or concern; institutional investors often prefer annual votes for active oversight, whereas others favor multi-year cycles. Because the vote is advisory, a clear shareholder preference will be persuasive but not binding; the Board has stated it will consider the outcome when setting the frequency going forward.

This catch-all proposal authorizes consideration of any other matters that may properly come before the Annual Meeting that are not specified in the proxy materials. Management indicates it knows of no other business to be presented, and the proxies named on the form are granted discretionary authority to vote on any such matters in accordance with their judgment. From a governance perspective, this item is routine but can encompass substantive proposals if properly raised at the meeting; absent advance notice of specific items, investors should not expect material actions under this caption. The Company’s disclosure clarifies that votes may be cast at the proxies’ discretion for any unexpected matters, subject to applicable law and the Company’s governing documents, which means shareholders’ advance instructions are important for controlling votes on unanticipated issues. If significant unexpected proposals did arise, the usual vote thresholds and notice requirements would apply, and the Company would be expected to provide supplemental materials or an 8-K reporting the outcome. Because the Company currently reports no planned additional business, shareholders may focus on the five enumerated proposals; however, holders who are concerned about potential last-minute actions should ensure they provide timely voting instructions or participate in the virtual meeting.