Galectin Therapeutics Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect eleven nominees to serve as directors until the 2027 annual meeting and until their successors are elected and qualified.

2. 2

   Amendment to Restated Articles of Incorporation to Increase Authorized Common Stock

   ManagementBoard: FOR

   Approve an amendment increasing authorized common voting shares from 150,000,000 to 250,000,000.

   More detail

   Proposal 2 asks stockholders to amend the Restated Articles of Incorporation to increase authorized common stock from 150 million shares to 250 million shares. The amendment would not itself issue shares, but it would create authorization for up to 100 million additional shares. Management states that, assuming approval of Proposal 3, only approximately 26 million authorized shares would remain available after excluding plan and outstanding-instrument reserves. The Company expects it may need equity financing after its current cash resources fund operations for at least the next twelve months. Management also identifies potential uses including strategic-partner issuances, conversion or exercise of outstanding securities, employee and director compensation, stock-based acquisitions, and general corporate purposes. The filing says there is no present plan, arrangement, or understanding to issue the additional shares, and the Board has no immediate issuance plans. Nevertheless, future issuances could dilute existing stockholders because the charter provides no preemptive rights. The filing also acknowledges that the expanded authorization could make an unwanted takeover more difficult, although it says the proposal is not a response to any known takeover effort. The Board recommends voting FOR, principally to preserve financing and corporate flexibility.

3. 3

   Amendment to the 2019 Omnibus Equity Incentive Plan

   ManagementBoard: FOR

   Approve an amendment reserving an additional 3,000,000 shares for issuance under the 2019 Omnibus Equity Incentive Plan, increasing the plan reserve from 10,000,000 to 13,000,000 shares.

   More detail

   Proposal 3 asks stockholders to approve an amendment to the 2019 Omnibus Equity Incentive Plan. The amendment would reserve 3 million additional shares, increasing the total plan authorization from 10 million to 13 million shares. The Board approved the amendment on September 30, 2026, following a recommendation from the Compensation Committee. Management says shareholder approval is required under applicable NASDAQ rules. Approval is also sought to preserve the ability to grant incentive stock options qualifying under Section 422 of the Internal Revenue Code. The stated objectives are to attract, retain, and motivate employees, officers, consultants, and non-employee directors through equity ownership. The plan is also intended to align participants’ interests with stockholders and support individual performance, teamwork, and Company growth. The plan permits a broad range of awards, including options, stock appreciation rights, restricted shares, performance awards, restricted stock units, dividend equivalents, bonus shares, and other stock-based awards. The increase could dilute existing stockholders if the additional shares are issued, although the filing frames the reserve as necessary compensation infrastructure. The Board recommends voting FOR the amendment.

4. 4

   Ratification of Appointment of Independent Auditors

   ManagementBoard: FOR

   Ratify the Audit Committee’s selection of Cherry Bekaert LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

5. 5

   Other Business

   Management

   Transact any other business that may properly come before the 2026 Annual Meeting or any adjournment.

   More detail

   Proposal 5 is a customary catch-all item covering any other business properly brought before the annual meeting or an adjournment. It does not identify a specific substantive matter for stockholder consideration. The proxy materials state that an undirected proxy will be voted on such business in accordance with the judgment of the persons named in the proxy. No shareholder proponent is identified for this item. No separate management rationale is provided beyond the need to address matters that may properly arise. The filing does not state a specific FOR or AGAINST recommendation. Instead, authority is left to the designated proxy holders to exercise their judgment. The item therefore functions as procedural authorization rather than a defined corporate action. Stockholders cannot evaluate a specific proposal under this heading because the underlying matter is not yet known. Any business would still need to be properly presented under applicable meeting and legal requirements.

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When is the Galectin Therapeutics Inc 2026 annual meeting?

Galectin Therapeutics Inc (GALT) holds its 2026 annual shareholder meeting on Thursday, December 3, 2026.

What is the record date for the Galectin Therapeutics Inc 2026 meeting?

The record date for the Galectin Therapeutics Inc 2026 meeting is Tuesday, October 6, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Galectin Therapeutics Inc's 2026 meeting?

The board is presenting 11 director nominees at the Galectin Therapeutics Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Galectin Therapeutics Inc 2026 meeting?

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