Delcath Systems Inc

1. 1

   Election of Two Class II Directors

   ManagementBoard: FOR

   Elect Elizabeth Czerepak and John R. Sylvester as Class II directors to hold office until the 2029 annual meeting and until their successors are duly elected and qualified.

2. 2

   Approval of an Amendment to the Delcath Systems, Inc. 2020 Omnibus Equity Incentive Plan

   ManagementBoard: FOR

   Approve an amendment to the 2020 Omnibus Equity Incentive Plan to increase the number of shares available for issuance under the plan by 1,800,000 shares (from 9,325,000 to 11,125,000, if approved).

   More detail

   This management proposal requests shareholder approval to increase the 2020 Plan share reserve by 1,800,000 shares to sustain the company’s equity compensation program. Management frames the request as necessary to attract, motivate and retain employees, non‑employee directors and consultants as Delcath scales commercial and clinical activities; the Board cites an analysis from compensation consultant FW Cook addressing burn rate, overhang and competitive market practices as supporting evidence for the size of the increase. The filing discloses that as of March 16, 2026 only 752,179 shares remained available under the plan and that the proposed increase is expected to provide sufficient shares for approximately the next year under management’s hiring and grant assumptions. The Board quantifies expected dilution metrics — describing the requested reserve as less than 5% of common share equivalents with pre-funded warrants and convertible preferreds included — and projects a roughly 5% burn rate if awards are granted as options and RSUs. Key governance safeguards include individual award limits, director grant value limits, a prohibition on repricing without stockholder approval, and clawback/recoupment language; the plan also preserves the Board’s discretion on vesting, adjustments for corporate events, and share-counting rules including treatment of substitute awards. From a shareholder perspective the principal tradeoff is dilution versus retention and incentive alignment: the company argues equity awards are critical to link employee incentives to long‑term shareholder value, while investors will weigh near-term dilution, historic grant levels, and actual realized pay versus performance. Given the Board’s reliance on an independent compensation consultant, explicit caps on per‑participant grants, and disclosure of historical usage, the proposal presents as a routine but material capital allocation decision: approval maintains management flexibility to grant long‑term incentives but also commits shareholders to a non‑trivial increase in share issuance authority that should be monitored through future disclosure, burn-rate metrics and grant practices.

3. 3

   Ratification of the Selection, by the Audit Committee, of CBIZ CPAs P.C. as Independent Registered Public Accounting Firm for Fiscal Year Ending December 31, 2026

   ManagementBoard: FOR

   Ratify the Audit Committee’s selection of CBIZ CPAs P.C. as Delcath’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

4. 4

   Say-on-Pay: Advisory Approval of Named Executive Officer Compensation

   ManagementBoard: FOR

   Approve, on a non-binding advisory basis, the compensation of Delcath’s named executive officers as disclosed in the proxy statement (‘‘Say-on-Pay’’).

   More detail

   This is the company’s non‑binding advisory ‘‘say‑on‑pay’’ proposal seeking shareholder approval of the overall compensation program for named executive officers as disclosed in the proxy. The proposal asks shareholders to endorse a compensation mix that consists of base salary, annual cash incentives under an Annual Incentive Plan tied to corporate and (for some NEOs) individual objectives, and long‑term equity awards (stock options and restricted stock units) intended to align management incentives with long‑term shareholder value. Management emphasizes pay‑for‑performance design elements, use of an independent compensation consultant (FW Cook), caps on individual grants and clawback/recoupment policies to mitigate excess risk‑taking and align outcomes with company performance. The vote is advisory only, not binding, but the Board and Compensation Committee state they will consider the results when setting future pay; thus a strong shareholder negative vote could trigger compensation program review or changes. Investors typically evaluate such proposals on the link between realized pay and company performance, disclosure quality, equity dilution from grants, and governance controls; the proxy includes pay versus performance tables and detailed narrative to facilitate that assessment. Given the company’s described use of an independent consultant, explicit limits on awards, disclosed AIP metrics and recoupment policy, management argues the program is appropriately designed to balance retention and performance incentives; however shareholders will consider historical pay outcomes, the scale of recent equity grants, and whether incentive metrics constrained management appropriately. The Board’s recommendation for a FOR vote frames this as a governance engagement tool: approval signals shareholder support for the current compensation framework, whereas a negative vote would likely prompt more direct engagement and potential program adjustments by the Compensation Committee.

5. 5

   Other Business

   Management

   Transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof; proxies have discretionary authority to vote on such matters.

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When is the Delcath Systems Inc 2026 annual meeting?

Delcath Systems Inc (DCTH) holds its 2026 annual shareholder meeting on Wednesday, May 13, 2026.

What is the record date for the Delcath Systems Inc 2026 meeting?

The record date for the Delcath Systems 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 Delcath Systems Inc's 2026 meeting?

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

What proposals will shareholders vote on at the Delcath Systems Inc 2026 meeting?

Shareholders will vote on 5 proposals at the Delcath Systems Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.