Curis Inc

This management proposal asks stockholders to approve amendments to the Restated Certificate of Incorporation to permit a reverse stock split of outstanding common stock at a ratio anywhere between 1-for-5 and 1-for-25, with the exact ratio and timing to be set by the board within six months of stockholder approval. Management seeks this authority primarily to address a Nasdaq bid-price deficiency and the risk of delisting: Curis received a Delist Determination Letter after the company’s bid price closed below Nasdaq’s $1.00 minimum, and the board believes a reverse split could raise the per-share price to restore compliance and avoid the adverse consequences of delisting. The board also frames the reverse split as a way to make the stock more attractive to institutional investors and brokerage firms that avoid lower-priced shares, and to potentially reduce certain transaction and administrative costs associated with low-priced securities. The proposal grants the board discretion to select any whole-number ratio within the approved range and to determine the timing of filing the certificate of amendment, while reserving the board’s right to abandon the split before filing if circumstances change. The company discloses material risks: a reverse split may not permanently increase market price, may decrease liquidity and result in odd-lot holdings, and could fail to cure Nasdaq noncompliance; the board acknowledges potential adverse effects on market capitalization and trading liquidity. Implementation mechanics are disclosed: fractional shares will be rounded up to the nearest whole share, outstanding warrants, options and RSUs will be adjusted proportionately, and the split will be effective only upon filing a certificate of amendment. The board recommends a FOR vote, asserting that the flexibility to set the ratio and timing is in the best interests of the company and its stockholders given the regulatory and market pressures. The approval threshold is a majority of votes cast, and banks/brokers may exercise discretion on this routine matter for street-held shares; the board intends the authorization to provide a timely tool to address Nasdaq listing risk while retaining the option to abandon if doing so is not in stockholders’ best interest.

This management proposal asks stockholders to grant authority to the holders of proxies to adjourn or postpone the Special Meeting to a later date or dates if there are insufficient votes to adopt the Reverse Stock Split Proposal. Management’s rationale is tactical: adjournment would provide additional time to solicit and secure proxies in favor of the reverse split, potentially allowing the company to achieve the majority-of-votes-cast threshold required for Proposal 1. The proposal is routine in form but strategically important given the company’s Nasdaq bid-price deficiency; the board is seeking a procedural mechanism to continue outreach to holders rather than risk failing to obtain approval at the scheduled meeting. Approval would also permit the company, under certain circumstances, to adjourn the meeting without holding the vote on Proposal 1 and instead devote the adjourned period to persuasion and solicitation. From a governance perspective, the proposal concentrates practical discretion in proxy holders and management to control timing and run additional solicitations, which can be effective but could be viewed by some stockholders as a way to influence the outcome post hoc. The proposal requires a majority of votes cast to pass and is considered routine such that brokers may exercise discretionary voting for street-held shares. If approved, the board could use the additional time to target specific holders or engage in negotiated outreach, but the adjournment itself does not change the substantive rights of stockholders or the content of Proposal 1. The board recommends a FOR vote, arguing the adjournment authority is in the best interests of the company and its stockholders to address the immediate Nasdaq-related objective.