Fennec Pharmaceuticals Inc

1. 1

   Presentation of Financial Statements

   ManagementBoard: FOR

   Receive the audited consolidated financial statements for the year ended December 31, 2025 and auditors’ report.

2. 2

   Set Board Size and Elect Directors

   ManagementBoard: FOR

   Set the number of directors at five and elect five named director nominees (Dr. Khalid Islam; Mr. Chris A. Rallis; Dr. Marco Brughera; Dr. Jodi Cook; Mr. Jeff Hackman) to hold office until the next annual meeting.

3. 3

   Appointment of Auditors

   ManagementBoard: FOR

   Appoint Haskell & White LLP as auditors for the year ending December 31, 2026 and authorize the Board to fix auditors’ remuneration.

4. 4

   Advisory Vote on Executive Compensation (Say-on-Pay

   ManagementBoard: FOR

   Advisory (non-binding) vote to approve the compensation of the Corporation’s named executive officers.

   More detail

   The proposal requests an advisory, non-binding approval of the named executive officers’ compensation as disclosed in the proxy materials. Management seeks this endorsement to demonstrate shareholder support for its pay practices; the Compensation Committee uses such feedback in future compensation decisions. The vote does not alter compensation directly but is an important governance signal; the Board recommends voting for the proposal to indicate support for current pay philosophy that emphasizes time-based RSUs and option grants aimed to retain executives and align interests. Key context includes the company’s recent leadership changes (new CEO in August 2024), significant equity-based awards to NEOs and disclosed severance/change-of-control protections. While advisory, a negative result could prompt the Compensation Committee to revisit pay structure, disclosure, or performance alignment.

5. 5

   Advisory Vote on Frequency of Say-on-Pay

   ManagementBoard: FOR

   Advisory (non-binding) vote to select whether the say-on-pay vote should occur every 1, 2, or 3 years.

   More detail

   The proposal asks shareholders to choose the frequency of future advisory votes on executive compensation. Management recommends an annual (‘1 Year’) frequency, arguing it enables shareholders to regularly express views and allows the Compensation Committee to respond promptly. The vote is advisory only; the Board will consider results in setting future frequency. Given prior shareholder support for annual votes and the company’s evolving executive compensation amid leadership changes, management frames annual frequency as best practice for accountability and responsiveness.

6. 6

   Amendment to 2020 Equity Incentive Plan

   ManagementBoard: FOR

   Approve increasing the number of Common Shares reserved for issuance under the 2020 Equity Incentive Plan to 10,000,000 shares (excluding shares issued under the plan or prior plan before June 10, 2026); votes by eligible insiders excluded.

   More detail

   Management seeks shareholder approval to amend the 2020 Equity Incentive Plan to increase the maximum share pool from the then-current amount to 10,000,000 shares. The Board argues the increase is necessary because existing available shares are limited (1,417,701 available as of April 13, 2026) relative to outstanding options/RSUs and expected future hiring and retention needs. The proposal excludes votes by Eligible Insiders who can participate in the plan; therefore, approval requires a simple majority of votes cast by non-insider shareholders. Approving this amendment will increase potential dilution to shareholders (to ~28.81% of outstanding shares and ~22.36% on a fully diluted basis post-adjustment), which could be material; management’s rationale rests on preserving flexibility to grant incentive awards to attract talent and support corporate objectives, while the Compensation Committee retains discretion on grant terms. Analysts should weigh expected dilution against the potential value created by improved recruitment/retention and alignment of management’s incentives with long-term shareholder value.

7. 7

   Approval of 2026 Equity Inducement Plan

   ManagementBoard: FOR

   Ratify and approve adoption of the 2026 Equity Inducement Plan, reserving 600,000 shares for inducement awards to newly hired employees so options may qualify as incentive stock options under IRC Section 422.

   More detail

   The Board approved the 2026 Equity Inducement Plan to provide a separate pool of 600,000 shares for granting inducement awards to newly hired employees, enabling awards to qualify as incentive stock options under Section 422 of the U.S. tax code. Management frames the plan as a targeted tool to attract and retain key new hires, with the Compensation Committee administering awards and exercising discretion in recipients and award sizes. The plan’s 600,000-share limit represents approximately 1.73% of outstanding shares; some awards have already been granted (377,500 options committed), leaving 232,500 shares available as of the record date. Approving the plan will permit certain tax-favored option grants, which may be important for recruiting U.S.-based employees, but it increases potential dilution and overlaps with existing Equity Incentive Plan pools. The Board recommends approval, emphasizing recruiting needs and alignment of new hires’ interests with shareholders; shareholders should consider expected recruitment needs, potential dilution, and the company’s historical grant practices when evaluating this resolution.

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When is the Fennec Pharmaceuticals Inc 2026 annual meeting?

Fennec Pharmaceuticals Inc (FENC) holds its 2026 annual shareholder meeting on Wednesday, June 10, 2026.

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

The record date for the Fennec Pharmaceuticals Inc 2026 meeting is Monday, April 13, 2026. Shareholders of record on or before that date are eligible to vote.

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

The board is presenting 5 director nominees at the Fennec Pharmaceuticals Inc 2026 meeting, listed with their independence status and background.

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

Shareholders will vote on 7 proposals at the Fennec Pharmaceuticals Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.