Genprex Inc

This advisory Say-on-Pay proposal asks stockholders to approve, on a non-binding basis, the compensation paid to the Company’s Named Executive Officers as disclosed in the proxy statement. Management seeks this advisory approval to confirm stockholder support for its overall executive compensation approach, which relies materially on equity-based awards (including RSUs and options), base salary and discretionary bonuses intended to align management incentives with long-term value creation. The vote is non-binding but will be considered by the Compensation Committee and Board in future compensation decisions and when assessing whether compensation programs are perceived as appropriate by investors. The Company emphasizes pay elements such as RSUs granted in 2023–2025 and recent base salary adjustments and bonus targets for 2026, and frames the program as competitive and designed to attract and retain talent in a clinical-stage biotechnology environment. Because the Company is a smaller reporting company and a clinical-stage gene therapy developer with limited revenues, the Board cites the use of equity to preserve cash and align management with future stockholder returns. The proxy discloses pay-versus-performance tables, historical grants and employment arrangements (including severance and change-in-control provisions) that contextualize the advisory request. A ‘FOR’ vote would signal stockholder endorsement of the Board’s compensation philosophy; a negative vote would prompt the Board and Compensation Committee to review program design and investor outreach. Investors evaluating the proposal should weigh the non-binding nature of the vote, the company’s stage of development, the structure and magnitude of recent equity grants, and the company’s disclosure on pay-for-performance alignment and governance practices.

This management proposal asks stockholders to approve an amended and restated equity incentive plan that increases the share reserve by 1,850,000 shares, bringing the total available under the plan to 2,163,978 shares (inclusive of prior reserves and evergreen increases). Management is seeking shareholder approval both to replenish the pool of equity available for grants to employees, officers, directors and consultants and to satisfy Nasdaq and tax requirements that make awards eligible for favorable tax treatment. The Board frames the request as necessary to attract, retain and motivate talent in a capital-constrained, clinical‑stage biotech company where equity compensation is an important retention and incentive tool. The Amended Plan maintains typical plan features — broad discretion for the administrator to grant options, RSUs, SARs and performance awards, ‘‘evergreen’’ annual increases, customary anti-dilution and change-in-control adjustment provisions, repricing authority with participant consent limits, and limits on awards to non‑employee directors — but also raises dilution considerations for stockholders through the substantial share increase and the evergreen mechanics. The filing discloses historical equity usage, recent large RSU grants to executives, and quantifies the existing reserve and shares issuable under outstanding awards, enabling investors to model potential dilution. Given the discretionary nature of future grants the principal governance levers for investors are the Compensation Committee’s processes, disclosure, and the Board’s commitment to prudent grant practices; the proxy also notes limits on non-employee director award size and other safeguards. A ‘FOR’ vote supports management’s ability to continue equity-based incentives; a ‘FOR’ vote also enables plan features that could be used for retention and recruitment, while a ‘AGAINST’ vote would constrain grant capacity and could complicate compensation planning or capital allocation. Investors should weigh the competitive need for equity against potential dilution and monitor subsequent grant practices, vesting schedules, performance conditions and burn rate.

This proposal requests stockholder authorization to amend the Company’s charter to permit the Board, in its sole discretion, to effect a reverse stock split of issued shares at any ratio between 1:5 and 1:50 prior to December 31, 2027, without further stockholder approval. Management frames the request as a defensive and strategic flexibility measure primarily aimed at preserving or restoring compliance with Nasdaq’s $1.00 minimum bid price listing standard and to facilitate potential future listings or institutional interest by increasing the per-share trading price. The proxy discloses prior use of reverse splits (1:40 in February 2024 and 1:50 in October 2025) and warns that Nasdaq rule changes limit the ability to repeatedly rely on reverse splits to regain compliance, noting specific delisting risk if another split is followed by renewed noncompliance within defined windows. The proposal includes potential benefits (higher per‑share price, possible increased institutional investor interest, and lower likelihood of being treated as a penny stock) and risks (no guarantee of sustained price improvement, potential reduced liquidity, amplified percentage price declines post‑split, and increased authorized but unissued shares). Importantly, the proxy explains mechanical effects (treatment of fractional shares, proportional adjustments to outstanding warrants/options/RSUs, no change to authorized shares) and potential tax and accounting consequences. Given the Board’s discretionary authority to select any ratio within a broad range, investors should evaluate the proposal against the Company’s history of prior splits, the Nasdaq rule changes that restrict the use of additional splits for relisting compliance, potential dilution dynamics, and whether the Board’s retained discretion appropriately balances the need for flexibility versus stockholder oversight.

The Adjournment Proposal authorizes the meeting chair and Board to adjourn the Annual Meeting to solicit additional proxies if there are insufficient votes to approve one or more proposals. Management typically includes such a proposal to preserve the ability to obtain a quorum or to accumulate the votes needed to pass matters requiring a majority of votes cast, and here the Board states it may present only the adjournment resolution during such an adjourned session to focus solicitation efforts. The procedural nature of the proposal means it is designed to be used where outcomes are uncertain and additional outreach could change results; it typically has modest governance implications but can materially affect timing and cost if used. Voting mechanics require a majority of the shares present or represented by proxy to approve adjournment; abstentions are not counted against approval. While adjournment allows management to continue outreach to holders and reduce the risk that key corporate actions fail due to timing or broker non-votes, frequent or strategic use can be viewed negatively by some investors as an attempt to wear down opposition rather than address substantive concerns. Investors should consider whether the Company’s rationale for potential adjournment—primarily to solicit additional proxies to approve the six enumerated proposals—is consistent with sound governance and transparency, noting that the Board represents adjournment as a contingency rather than an intent to defer the meeting as a matter of course.