Trevi Therapeutics Inc

1. 1

   Election of one Class I director

   ManagementBoard: FOR

   Elect Michael Heffernan as Class I director to serve a three-year term until the 2029 Annual Meeting.

2. 2

   Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026

   ManagementBoard: FOR

   Ratify Ernst & Young LLP as independent registered public accounting firm for fiscal year 2026.

3. 3

   Advisory vote to approve executive compensation (Say-on-Pay

   ManagementBoard: FOR

   Non-binding advisory vote to approve compensation paid to named executive officers as disclosed in the proxy.

   More detail

   This is a non-binding advisory resolution asking stockholders to approve the Company’s executive compensation as disclosed in the proxy. Management uses equity and cash compensation tied to performance to attract and retain talent and align interests, and the board recommends approval though it is not bound by the outcome; the compensation committee will consider results when setting future pay. The vote does not change contractual obligations but serves as feedback on pay-for-performance alignment; company reports pay versus performance and provides rationale for its compensation philosophy and program design. The board’s recommendation and detailed disclosures suggest confidence in their program, but as an analyst you should evaluate pay levels, equity grants, and realized CAP metrics versus TSR and net loss to assess alignment. The vote’s advisory nature means even if not approved, no immediate contractual change occurs, but significant negative support would likely trigger board/committee review of compensation practices.

4. 4

   Approval of the Trevi Therapeutics, Inc. Amended and Restated 2019 Stock Incentive Plan

   ManagementBoard: FOR

   Approve amendment and restatement to increase share reserve by 8,000,000 shares and add governance provisions (limit non-employee director comp, prohibit liberal share recycling, align dividend equivalents with vesting).

   More detail

   The proposal asks shareholders to approve an amended and restated 2019 equity plan that increases the authorized share reserve by 8 million shares (to address anticipated grant needs for ~two years) and adds several stockholder-friendly governance changes: no evergreen, prohibitions on liberal share recycling and repricing without shareholder approval, limits on non-employee director compensation, and alignment of dividend equivalents with award vesting. Management frames this as necessary to attract and retain talent in a competitive market and to maintain performance alignment via equity compensation, while emphasizing that the requested 8 million shares represent about 6.23% of shares outstanding as of March 31, 2026 and that overhang and burn-rate metrics are consistent with peers. For an analyst, key issues include evaluating the dilutive impact relative to peers and expected grant practices, assessing clauses that reduce recycling and re-pricing (positive governance), and confirming that the plan’s share-counting, substitution, and post-change-in-control provisions are standard. The board recommends FOR because it believes the plan is essential to compensation, includes enhanced governance features, and will enable grant activity without increasing cash compensation. If approved, Trevi intends to file a Form S-8 to register the additional shares.

5. 5

   Approval of an amendment to the Restated Certificate of Incorporation to increase authorized common shares

   ManagementBoard: FOR

   Approve amendment to increase authorized common stock from 200,000,000 to 400,000,000 shares (total authorized shares to 405,000,000 including preferred).

   More detail

   This management proposal seeks shareholder approval to double the authorized common stock from 200 million to 400 million shares (and total authorized from 205 million to 405 million). Management argues the increase is prudent to provide flexibility for financing transactions, collaborations, equity compensation, strategic investments and other corporate purposes without delay. The board emphasizes there are no immediate plans to issue significant amounts beyond existing commitments (outstanding options, warrants, and the April 20, 2026 underwritten offering shares) but notes additional authorized shares could be dilutive if issued. For an analyst, key considerations include the timing and size of recent financing (April 2026 offering), the company’s current reserve for equity awards and warrants, the potential for future dilution, and the governance implications of granting the board discretion to issue a large number of additional authorized shares without further shareholder approval. The board recommends FOR, stating the amendment is not intended as an anti-takeover measure and that any future issuance would be subject to applicable law and exchange rules though could affect EPS and voting power if substantial issuances occur.

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When is the Trevi Therapeutics Inc 2026 annual meeting?

Trevi Therapeutics Inc (TRVI) holds its 2026 annual shareholder meeting on Wednesday, June 3, 2026.

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

The record date for the Trevi Therapeutics Inc 2026 meeting is Monday, April 6, 2026. Shareholders of record on or before that date are eligible to vote.

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

The board is presenting 1 director nominee at the Trevi Therapeutics Inc 2026 meeting, listed with their independence status and background.

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

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