Inhibikase Therapeutics Inc

This proposal asks shareholders to approve an amendment to the Company’s certificate of incorporation to add an exculpation provision for officers consistent with the amended DGCL Section 102(b)(7). Management frames the change as aligning officer liability protections with Delaware law and with existing protections for directors, arguing it will reduce the distraction and costs of meritless litigation and improve the Company’s ability to attract and retain qualified executive talent. The amendment would limit officers’ monetary liability for breaches of the duty of care (including stockholder direct claims for breach of care), while expressly preserving liability for breaches of the duty of loyalty, acts not in good faith, intentional misconduct, knowing violations of law, and transactions where an officer derived an improper personal benefit. The Board notes the change is broadly consistent with amendments adopted by many Delaware corporations and believes it will not materially impair shareholders’ substantive rights because the exculpation is narrow in scope and subject to statutory exceptions. The filing and Appendix A provide the exact Article IX language which would become effective upon filing with the Delaware Secretary of State if approved by shareholders. From a governance perspective, this is a defensive but conventional charter modernization: it reduces director/officer litigation risk profile and may lower insurance and recruitment costs, but it could modestly reduce shareholder remedies in certain care-based claims and might be viewed unfavorably by some governance-focused investors sensitive to any limit on managerial accountability. The Board’s rationale focuses on attracting/retaining leadership and preventing frivolous suits; shareholders should weigh that operational benefit against potential reductions in deterrence for negligent conduct and how other governance safeguards (independence, indemnification, insurance, clawbacks) mitigate that risk. Given the statutory carve-outs and the Company’s statement that the change is not in response to any specific threat, the proposal represents a mainstream alignment with Delaware practice rather than an overly broad protective measure.

This management proposal seeks shareholder approval to increase the authorized share reserve under the 2020 Equity Incentive Plan by 3,000,000 shares, reflected in the Plan Limit and described in Appendix B. Management argues the increase is necessary because as of March 31, 2026 only ~1.25 million shares remained available and without replenishment the Company would be unable to grant new equity awards, potentially impairing recruitment and retention and forcing greater use of cash compensation when cash resources are constrained. The Plan Amendment includes an explicit mechanism for annual automatic increases (an ‘‘Annual Increase’’ tied to 4% of outstanding shares or a lesser number determined by the committee), caps on non-employee director annual grant value ($750,000), and standard anti-dilution adjustment provisions. From a shareholder value perspective, equity incentives are intended to align employee interests with long-term performance, but they also create dilution and increase share overhang: the Board considered historical burn rate, overhang, remaining reserve, and strategic hiring needs in proposing the 3,000,000 share increase. The amendment is typical for a company in a resource-constrained, growth-focused phase, balancing dilution against the operational need to award equity to key personnel and directors; the filing discloses the current pool and detailed grant history which helps stockholders assess dilution impact. The Board recommends approval because it believes equity awards are necessary to execute strategic growth plans, and because the Plan prohibits repricing without shareholder consent and contains customary adjustments for corporate events. Investors should weigh the marginal dilution against the potential benefits of retaining management and advancing development programs; governance-conscious investors may request additional disclosure on burn-rate modeling, grant practices, and performance-based vesting to fully evaluate trade-offs. Given the Company’s disclosed remaining reserve and stated hiring and program needs, the requested increase appears consequential but within a defensible range for a biopharma company seeking to sustain incentive programs.

This advisory proposal asks shareholders to approve, on a non-binding basis, the compensation paid to the named executive officers as disclosed in the proxy. Management frames its compensation program as performance-aligned: base salaries, annual performance cash bonuses tied to corporate milestones (the Committee approved 2025 payouts at 125% of target), and long-term equity awards (time-vesting, warrant-adjusted options and milestone-based awards) designed to align executives’ incentives with long-term stockholder value and retention. The compensation disclosures show significant equity grants in 2025 to new executives and reflect a mix of time-based vesting and performance-based contingencies, including warrants and clinical milestones; while such structures can strongly align pay with operational milestones, they can also produce large reported grant-date values and create potential for perceived excessive pay if milestones are achieved or awards accelerate without commensurate value creation. The Board emphasizes that the Say-on-Pay vote is advisory and that it will consider results when setting future compensation; management also notes clawback policy, limits on repricing, and meaningful performance conditions for certain awards. For sophisticated investors, key evaluation points include the mix of cash vs. equity, the structure of performance conditions (e.g., milestone definitions and outside dates), the use and transparency of warrant-adjusted awards, and severance/change-in-control protections that may affect realized pay. Given the Company’s R&D stage and recent leadership changes, elevated equity awards may be appropriate for retention but require careful monitoring of realized pay versus shareholder returns. The Board recommends a 'FOR' vote, citing alignment with competitive market practices and the need to retain leadership during critical clinical and operational milestones; shareholders should scrutinize follow-on disclosures on realized compensation and outcomes to assess long-term alignment.

This advisory 'Say-on-Frequency' proposal asks shareholders to indicate whether they prefer future advisory votes on executive compensation to occur every one, two or three years. Management recommends an annual vote ('one year'), arguing that yearly advisory votes provide more timely shareholder feedback on executive pay practices and better align communication and transparency around compensation decisions with annual reporting cycles. The result is non-binding but will be considered by the Board when setting future policy; the filing notes that the Board may ultimately choose a different cadence if it believes that is in the best interests of the Company and shareholders. For investors, annual votes provide the most frequent formal mechanism for review and engagement on compensation, while multi-year votes reduce administrative burden and can provide longer policy stability; the trade-off depends on issuance frequency, material compensation changes, and investor engagement preferences. Given the Company's recent leadership transitions and significant 2025 equity actions, an annual advisory cadence allows shareholders to respond more rapidly to evolving compensation practices and realized outcomes. The Board’s public recommendation of 'one year' signals a preference for active shareholder engagement and responsiveness to annual performance metrics. While non-binding, the frequency outcome can influence governance practices and shareholder relations; governance-focused investors often prefer annual votes for consistent oversight and accountability.