Phio Pharmaceuticals (PHIO) Proxy filing summary

Executive summary

• Annual meeting scheduled for September 28, 2026, at 9:00 a.m. ET, to be held virtually.

• Shareholders of record as of August 4, 2026, are eligible to vote on key proposals.

• Proxy materials and the 2025 annual report are available online, with options for electronic or paper delivery.

Voting matters and shareholder proposals

• Election of six directors: Robert J. Bitterman, Patricia A. Bradford, David H. Deming, Jonathan E. Freeman, Ph.D., Curtis A. Lockshin, Ph.D., and R. Todd Plott, M.D.

• Ratification of Grant Thornton, LLP as independent registered public accounting firm for fiscal year ending December 31, 2026.

• Approval of an amendment to the 2020 Long Term Incentive Plan to increase shares available for issuance by 1,500,000.

• Board recommends voting FOR all nominees and proposals.

Board of directors and corporate governance

• Board slate includes six nominees with diverse backgrounds in business, science, and medicine.

• Board oversight includes recommendations on auditor ratification and incentive plan amendments.