DiaMedica Therapeutics (DMAC) Proxy filing summary

Executive summary

• The annual general meeting is scheduled for May 20, 2026, with shareholders voting on four key proposals, including director elections, auditor ratification, executive compensation, and an amendment to the 2019 Omnibus Incentive Plan.

• Shareholders of record as of March 23, 2026, are eligible to vote, with 53,805,628 common shares outstanding, each entitled to one vote per matter.

• The Board recommends voting in favor of all proposals and provides multiple voting methods, including internet, telephone, and mail.

Voting matters and shareholder proposals

• Proposal One: Election of seven directors for a one-year term, all current members of the Board.

• Proposal Two: Ratification of Baker Tilly US, LLP as independent registered public accounting firm for fiscal year ending December 31, 2026.

• Proposal Three: Advisory (non-binding) approval of executive compensation (say-on-pay).

• Proposal Four: Amendment and restatement of the 2019 Omnibus Incentive Plan to increase shares available for issuance by 3,500,000 and extend the plan by ten years.

• Shareholder proposals for the 2027 meeting must be submitted by December 2, 2026, for inclusion in proxy materials.

Board of directors and corporate governance

• Board consists of seven directors, majority independent, with annual elections and an independent Chairman.

• Four fully independent Board committees: Audit, Compensation, Nominating and Corporate Governance, and Scientific and Clinical Research.

• Board and committees met regularly in 2025, with all directors attending at least 75% of meetings.

• Corporate Governance Guidelines address board structure, director qualifications, succession planning, and risk oversight.

• Code of Business Conduct and Ethics and insider trading policy in place.