Catalyst Pharmaceuticals Inc

1. 1

   Adoption of the Merger Agreement

   ManagementBoard: FOR

   Approve the Agreement and Plan of Merger dated May 6, 2026, under which Angelini Cielo Inc. will merge with and into Catalyst, with Catalyst surviving as a wholly owned subsidiary of Angelini Pharma and holders of Catalyst common stock receiving $31.50 per share in cash (subject to appraisal rights and certain exclusions).

   More detail

   Proposal One asks shareholders to approve a definitive Agreement and Plan of Merger under which Angelini Cielo Inc., a wholly owned subsidiary of Angelini Pharma S.p.A., will merge with and into Catalyst, with Catalyst surviving as a wholly owned subsidiary of Angelini Pharma. Management seeks shareholder approval because, under Delaware law and the Merger Agreement, stockholder approval by the holders of a majority of outstanding common shares is a required closing condition. The board unanimously recommends the Merger, citing a $31.50 cash per share consideration that represents a meaningful premium to recent unaffected trading prices, liquidity and certainty of value for investors, and a fairness opinion from J.P. Morgan. The Merger will result in Catalyst’s common stock being delisted, deregistered and holders receiving cash (subject to appraisal rights) and triggers treatment of equity awards and potential golden-parachute payments to executives. The board’s recommendation reflects consideration of strategic alternatives, regulatory and litigation contingencies (including settlement of Hatch-Waxman litigation), financing commitments from BNP Paribas, legal and financial due diligence, potential termination fees and fiduciary out provisions permitting consideration of superior proposals. J.P. Morgan’s discounted cash flow and other analyses supported a valuation range that included the proposed consideration; the board also weighed potential risks including loss of public-company upside, possible delays from antitrust or other regulatory review, and potential employee and business disruption. The proposal is non-routine; approval requires a majority of all outstanding shares and is a condition to closing; abstentions, broker non-votes and failure to vote will have the same effect as a vote against the Merger. A dismissal of potential conflicts required detailed disclosure regarding executives’ equity, retention programs, severance and indemnification arrangements, which the board considered when concluding the transaction was fair, from a financial point of view, to holders of the company’s common stock.

2. 2

   Advisory Approval on Named Executive Officer Merger-Related Compensation Agreements

   ManagementBoard: FOR

   Advisory (non-binding) vote to approve compensation that may be paid to Catalyst’s named executive officers in connection with the Merger (golden parachute compensation), as disclosed in the proxy statement.

   More detail

   Proposal Two is an advisory, non-binding shareholder vote required by Section 14A of the Exchange Act asking shareholders to approve the ‘golden parachute’ compensation that may be paid or become payable to the company’s named executive officers in connection with the Merger. Management frames this vote as informational and within existing disclosure under Item 402(t) of Regulation S-K, detailing potential severance pay, accelerated vesting of equity awards, and other payments that could be triggered by a change-in-control and qualifying termination. The Board unanimously recommends a “FOR” vote, citing regulatory requirements and the standard practice of seeking advisory approval even though the vote will not bind the company, its board, or the acquirer, and certain payments may remain contractual and payable even if shareholders withhold approval. The proxy statement provides detailed scenarios and estimated amounts for named executive officers assuming a May 4, 2026 closing, including cash severance multiples, expected accrued equity cash-outs, potential tax gross-ups and benefits continuation. The Board has considered these interests in its review of the Merger and discloses potential conflicts and expected alignment measures such as retention programs and indemnification. The vote allows shareholders to express views on change-in-control pay practices and may be considered by the Board in its overall governance assessments, but cannot prevent the company from making payments required under existing employment agreements or the Merger Agreement.

3. 3

   Adjournment of the Special Meeting

   ManagementBoard: FOR

   Authorize adjournment of the Special Meeting to a later date or dates as provided in the Merger Agreement, if necessary or appropriate, to solicit additional votes if there are insufficient votes in favor of the Merger Proposal at the time of the Special Meeting.

   More detail

   Proposal Three asks shareholders to grant the board authority to adjourn or postpone the Special Meeting to a later date or dates as allowed under the Merger Agreement if the requisite stockholder approval for the Merger is not obtained at the time of the scheduled meeting or if a quorum is lacking. The board recommends such authority to preserve the ability to solicit additional votes, including contacting stockholders who may have previously voted against the Merger or not voted, and to allow time for the issuance of any supplemental proxy materials required by Regulation 14A in response to material new information. Approval requires a majority of shares present or represented and entitled to vote on the matter, and broker non-votes will have no effect assuming a quorum is present. Management represents it will not call a vote on adjournment if the Merger Proposal has already been approved. The adjournment power preserves the company’s ability to secure the affirmative vote required under the Merger Agreement but can also delay finality and prolong uncertainty for stakeholders; the board has recommended this procedural authority as a contingency to facilitate closing if shareholder support is initially insufficient.

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When is the Catalyst Pharmaceuticals Inc 2026 special meeting?

Catalyst Pharmaceuticals Inc (CPRX) holds its 2026 special shareholder meeting on Wednesday, July 8, 2026.

What is the record date for the Catalyst Pharmaceuticals Inc 2026 meeting?

The record date for the Catalyst Pharmaceuticals Inc 2026 meeting is Wednesday, June 3, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Catalyst Pharmaceuticals Inc's 2026 meeting?

The board is presenting 7 director nominees at the Catalyst Pharmaceuticals Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Catalyst Pharmaceuticals Inc 2026 meeting?

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