Curis Inc

This management proposal asks shareholders to approve amendments to the company’s Restated Certificate of Incorporation that would permit the Board to implement a reverse stock split of common stock at any whole-number ratio between 1-for-5 and 1-for-25, with the exact ratio, timing (within six months of approval) and the decision whether to proceed left to the Board’s discretion. Management’s stated rationale is to increase the per-share trading price to meet Nasdaq’s $1.00 minimum bid-price requirement and to avoid delisting while potentially making the shares more attractive to institutional investors and brokerage firms that have minimum price thresholds. The company discloses it is under Nasdaq monitoring and recently received a Delist Determination Letter alleging non-compliance with the Bid Price Rule, which gives tangible regulatory context and urgency to this request. The board emphasizes flexibility—allowing it to choose the ratio within the approved range or to abandon the amendments prior to filing—so it can time the split to maximize the intended benefits. The proposal would proportionately adjust outstanding warrants, options and restricted awards, with rounding rules described; fractional shares will be rounded up to whole shares rather than paid in cash. Key risks highlighted by management include that a reverse split may not cure Nasdaq non-compliance if market or company-specific factors depress the price, may reduce liquidity and create odd‑lot holdings, and could fail to produce a sustained price improvement. From a governance standpoint, the vote requires a majority of votes cast and, as a routine matter, brokers may exercise discretion on uninstructed shares, which could materially affect the outcome. Given the regulatory backdrop and limited available alternatives to address Nasdaq’s deficiency, the Board recommends a vote FOR while acknowledging the transactional and market risks that could nullify the intended benefits.

The adjournment proposal requests shareholder authorization to permit the meeting to be adjourned, postponed or continued to allow the company to solicit additional proxies if there are insufficient votes to approve the reverse stock split proposal. Management is seeking this authority as a contingency mechanism: if the Reverse Stock Split lacks the votes to pass at the scheduled meeting, adjournment would allow further outreach to holders, additional solicitation time, and potentially more favorable voting outcomes without calling a new special meeting. The board frames the proposal as being in stockholders’ best interests because adopting the Reverse Stock Split is viewed as a priority to address Nasdaq listing risk; securing more time to obtain approval therefore supports that objective. Operationally, approval would empower holders of proxies solicited by the board to vote for adjournment, giving the company flexibility to delay final action on Proposal 1 and continue to campaign for shareholder support. The proposal is procedural and would not itself change corporate rights or capital structure, but it could materially affect whether and when Proposal 1 is implemented by enabling additional solicitation. Vote standard is a majority of votes cast; brokers may exercise discretionary authority on this routine matter for street‑name shares, which could influence results. Potential downsides include dilution of shareholder time-value by prolonging uncertainty, additional solicitation costs and the risk that adjournment fails to change the ultimate outcome. Given these factors, the board recommends a vote FOR this proposal to preserve strategic options in addressing Nasdaq compliance risk.