Xenetic Biosciences (XBIO) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for December 11, 2024, to be held virtually, with record date set as October 15, 2024.

• Stockholders will vote on director elections, auditor ratification, executive compensation (Say on Pay), and frequency of future Say on Pay votes.

• Proxy materials, including the proxy statement and annual report, are available online.

Voting matters and shareholder proposals

• Six directors are nominated for election to serve until the next annual meeting.

• Ratification of Marcum LLP as independent auditor for fiscal year ending December 31, 2024.

• Advisory vote on executive compensation and on the frequency of future Say on Pay votes (recommended: annual).

• No other matters are currently expected, but proxies may vote on additional items if raised.

Board of directors and corporate governance

• Board reduced from nine to six members effective at the annual meeting.

• All board committees (Audit, Compensation, Nominating and Corporate Governance) are composed of independent directors.

• Board leadership is separated between CEO and Chair roles.

• Board diversity matrix provided; all current directors are male, with one Asian and seven White members.

• Code of Business Conduct and Ethics applies to all employees, officers, and directors.