Indaptus Therapeutics Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect David Natan, Tim Ruan, and Johnny Fox Arrowsmith (Yi Zhang) as Class II directors to serve until the 2029 Annual Meeting.

2. 2

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the appointment of Haskell & White LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

3. 3

   Approval of the Indaptus Therapeutics, Inc. 2026 Equity Incentive Plan

   ManagementBoard: FOR

   Approve the Indaptus Therapeutics, Inc. 2026 Equity Incentive Plan, which reserves an initial number of shares equal to 10% of outstanding common stock (approximately 13,324,232 shares based on outstanding shares as of the proxy) for stock-based awards, provides for various award types, and includes an automatic annual increase provision for five years.

   More detail

   This proposal asks shareholders to approve the Indaptus Therapeutics, Inc. 2026 Equity Incentive Plan, which, if approved, will reserve initially 10% of the Company’s outstanding common stock (approximately 13,324,232 shares based on current outstanding shares) for grants of stock options, SARs, restricted stock, RSUs, performance awards and other equity-based awards. Management seeks shareholder approval because equity awards to employees, directors and consultants generally require stockholder authorization under applicable corporate and exchange rules and because the Board has adopted the Plan subject to approval. Key plan terms include an initial share reserve equal to 10% of outstanding shares, an ISO limit equal to the initial reserve, Board/Committee administration with broad discretion over grant terms, and an automatic annual increase provision on January 1 of each year from 2027 through 2031 equal to 5% of outstanding shares (subject to Board/Committee reduction). The adoption is tied to termination of future grants under the 2021 Plan and suspension of that plan’s evergreen increases, so approving the 2026 Plan shifts the vehicle for future equity grants to the new plan. From a governance perspective, the Plan includes standard features—minimum vesting rules with limited exceptions, transferability restrictions, adjustment provisions for corporate events, and anti-dilution/change-in-control mechanics—but also grants the administrator substantial discretion over award design, vesting acceleration and substitute awards. The automatic evergreen increases create potential dilution over time and may concern stockholders because they expand the share reserve annually unless the Board elects otherwise; however, the Committee retains discretion to reduce such annual increases and the ISO limit is fixed at the initial reserve. The Board’s rationale emphasizes retention and alignment of incentives for management and employees in a competitive biotech environment; the recommendation is supported by the Audit and Compensation committees’ oversight mechanisms but raises standard dilution and governance tradeoffs that stockholders should weigh. The proposal requires a majority of votes cast for approval and, if approved, the Plan will become effective immediately upon the date of the Annual Meeting.

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When is the Indaptus Therapeutics Inc 2026 annual meeting?

Indaptus Therapeutics Inc (INDP) holds its 2026 annual shareholder meeting on Monday, August 10, 2026.

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

The record date for the Indaptus Therapeutics Inc 2026 meeting is Friday, June 12, 2026. Shareholders of record on or before that date are eligible to vote.

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

The board is presenting 3 director nominees at the Indaptus Therapeutics Inc 2026 meeting, listed with their independence status and background.

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

Shareholders will vote on 3 proposals at the Indaptus Therapeutics Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.