Rezolute Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect Nevan Charles Elam, Erik Harris, Gil Labrucherie, Nerissa Kreher, Philippe Fauchet, Wladimir Hogenhuis, and Young-Jin Kim to serve until the 2028 Annual Meeting or until their successors are elected and qualified.

2. 2

   Ratification of Grant Thornton LLP as Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2027.

3. 3

   Say-on-Pay Proposal

   ManagementBoard: FOR

   Approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in the Executive Compensation section of the Proxy Statement.

   More detail

   The proposal asks stockholders to approve, on a non-binding advisory basis, the overall compensation of Rezolute’s named executive officers. It is not directed at any single pay element, but encompasses the compensation philosophy, policies, practices, and tabular and narrative disclosures presented in the Executive Compensation section. The vote is required under Section 14A of the Securities Exchange Act and the Dodd-Frank Act’s say-on-pay provisions. The filing states that if stockholders do not approve the compensation structure, the Compensation Committee will reexamine executive compensation. Rezolute’s disclosed arrangements include base salaries, cash bonuses, equity awards, benefits, severance protections, change-in-control provisions, and excise-tax gross-up provisions for its named executive officers. The 2026 compensation table reports substantial equity and option awards for the CEO and other executives, making the advisory vote relevant to the Company’s use of equity-based incentives. The vote is expressly advisory and therefore is not binding on the Company, the Board, or the Compensation Committee. Nevertheless, management states that the Board and Compensation Committee intend to consider stockholder views in future compensation determinations. The Board recommends voting FOR because it supports the compensation program disclosed in the proxy statement.

4. 4

   Share Increase Proposal

   ManagementBoard: FOR

   Approve an amendment to the Articles of Incorporation increasing authorized common stock from 165,000,000 shares to 225,000,000 shares.

   More detail

   The proposal asks stockholders to amend Rezolute’s Articles of Incorporation to raise authorized common shares from 165 million to 225 million. As of October 5, 2026, 96,728,913 common shares were outstanding, leaving substantially less unused authorization than the proposed limit. Management says the additional authorization is intended to provide flexibility for future business needs, particularly financing the Company’s operations and clinical development programs. The Company states that it has no definitive plan, arrangement, or understanding to issue the additional shares beyond issuances required by outstanding convertible securities. Potential uses include employee equity awards, financings, mergers, acquisitions, strategic partnerships, joint ventures, divestitures, business combinations, and other corporate transactions. The filing emphasizes that Rezolute expects to need substantial additional funding for operations, clinical trials, milestone payments, and other obligations. Issuance of the additional shares could dilute existing stockholders’ voting power, ownership, earnings per share, and book value per share. The Company also acknowledges that the authorized but unissued shares could make a change of control more difficult, although it says the proposal is not being advanced as an anti-takeover strategy and that it has no current plans to issue the additional shares if approved. The Board recommends voting FOR, asserting that the increased authorization is necessary to preserve financing and strategic flexibility.

5. 5

   Adjournment Proposal

   ManagementBoard: FOR

   Authorize adjournment of the Annual Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the Share Increase Proposal.

   More detail

   The proposal asks stockholders to authorize adjournment of the Annual Meeting to a later date or dates if additional time is needed to solicit proxies. The authority is specifically tied to the Share Increase Proposal and is intended to be used if the meeting does not have sufficient votes to approve that proposal. An adjournment would allow the Company to continue seeking stockholder support rather than immediately allowing the Share Increase Proposal to fail. The proposal does not itself authorize an increase in common stock; it only provides a procedural mechanism for extending the meeting. Management’s stated purpose is to ensure that stockholders have additional opportunity to vote on the authorized-share amendment. The filing does not describe any shareholder-sponsored alternative or opposition statement. Approval requires the affirmative vote of a majority of votes cast at the meeting. Abstentions and broker non-votes are not treated as votes cast and therefore have no effect under the stated voting standard. The Board recommends voting FOR because it considers the adjournment authority useful to obtain sufficient votes for the Share Increase Proposal.

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When is the Rezolute Inc 2026 annual meeting?

Rezolute Inc (RZLT) holds its 2026 annual shareholder meeting on Wednesday, December 2, 2026.

What is the record date for the Rezolute Inc 2026 meeting?

The record date for the Rezolute Inc 2026 meeting is Monday, October 5, 2026. Shareholders of record on or before that date are eligible to vote.

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

The board is presenting 7 director nominees at the Rezolute Inc 2026 meeting, listed with their independence status and background.

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

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