Pulmatrix (PULM) Proxy filing summary

Executive summary

• Pulmatrix and Eos SENOLYTIX entered into a merger agreement, with Eos becoming a wholly owned subsidiary and the combined company focusing on gerotherapeutics targeting aging mechanisms.

• The merger will result in Eos securityholders owning approximately 94% and Pulmatrix securityholders about 6% of the combined company on a fully diluted basis, excluding CEO RSUs.

• The combined company will be a controlled company under Nasdaq rules, with SENOTHERAPEUTIX, Inc. expected to own over 50% of voting power.

• The merger is expected to close in Q4 2026, subject to shareholder and regulatory approvals, and the combined company will be listed on Nasdaq under the symbol "MTXL."

Voting matters and shareholder proposals

• Stockholders will vote on nine proposals, including the issuance of new shares, a reverse stock split, an increase in authorized shares, auditor ratification, director elections, say-on-pay, say-on-pay frequency, approval of the Eos Incentive Plan, and potential adjournment to solicit more proxies.

• Approval of the first three proposals is required for the merger to close.

• The board recommends voting "FOR" all proposals and "EVERY THREE YEARS" for say-on-pay frequency.

Board of directors and corporate governance

• Post-merger, the board will have seven members: six designated by Eos and one by Pulmatrix.

• The combined company will maintain a staggered board structure and may rely on controlled company exemptions from certain Nasdaq governance requirements.

• The board has established audit, compensation, and nominating/governance committees, all expected to be composed of independent directors.