Rockwell Medical (RMTI) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 12, 2026, with stockholders voting on director elections, executive compensation, auditor ratification, and a reverse stock split amendment.

• Only stockholders of record as of April 16, 2026, are entitled to vote, with a majority quorum required.

• The Board recommends voting in favor of all proposals, including the reverse stock split to maintain Nasdaq listing compliance.

Voting matters and shareholder proposals

• Stockholders will vote to elect two Class II directors for three-year terms, approve executive compensation on an advisory basis, ratify EisnerAmper LLP as auditor for 2026, and approve a reverse stock split amendment.

• The reverse stock split ratio may range from 1-for-2 to 1-for-10, with the Board authorized to select the ratio and timing.

• Stockholders may submit proposals for the 2027 meeting by December 31, 2026.

Board of directors and corporate governance

• The Board is divided into three classes, with staggered terms; independence is maintained per Nasdaq rules.

• Board leadership is separated between the Chairman and CEO roles.

• Committees include Audit, Compensation, and Nominating and Governance, each with defined charters and responsibilities.

• Directors are subject to stock ownership guidelines and anti-hedging/pledging policies.