Tonix Pharmaceuticals (TNXP) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on May 7, 2026, to vote on director elections, auditor ratification, a reverse stock split, and a new stock incentive plan.

• Shareholders of record as of March 19, 2026, are eligible to vote, with proxy materials distributed around March 30, 2026.

• The Board recommends voting in favor of all proposals, including the election of nine directors and approval of the 2026 Stock Incentive Plan.

Voting matters and shareholder proposals

• Proposals include electing nine directors, ratifying PwC as auditor for 2026, authorizing a reverse stock split (1:2 to 1:250), approving the 2026 Stock Incentive Plan, and other business.

• Shareholders can submit proposals for the 2027 meeting by December 2, 2026, and director nominations by March 8, 2027.

Board of directors and corporate governance

• The Board consists of nine members, with a mix of industry, legal, and financial expertise; seven are independent under NASDAQ rules.

• The CEO serves as Board Chair, with an independent lead director to ensure oversight.

• Board committees include Audit, Compensation, and Nominating and Corporate Governance, all composed of independent directors.

• The Board held 10 meetings in 2025, with high attendance from all directors.

• Shareholders may communicate with the Board via the company secretary.