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Moleculin Biotech, Inc.

NASDAQ:MBRX
Annual Meeting

of Shareholders

MEETING DATE

10/09/2026
DEF 14A FILED
08/24/2026
PUBLISHED
08/24/2026 9:00 pm
TIME TO PUBLISH
08/26/2026
METHODOLOGY
approve
EXCHANGE NASDAQ:MBRX· CUSIP 60855D309 · CLASS common stock · CIK 0001659617

RECONCILED · MIXED

Reconciled against the company’s Form 8-K Item 5.07 filed 2026-06-15.

6
FOR
1
AGAINST
0
WITHHOLD
7
BALLOT ITEMS

ITEM-BY-ITEM RECOMMENDATIONS

1
To elect five Board nominees to the Board of Directors of the Company, each to serve until the 2027 annual meeting of stockholders of the Company or until such person's successor is qualified and elected.
board
Elevated
For
Board FOR · Duopoly unknown — No divergence flagged

The Nominating and Governance Committee nominated the five current directors for re-election.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
2
To ratify the appointment of Grant Thornton, LLP as the Company's independent registered public accounting firm for the year ending December 31, 2026.
auditor
Elevated
For
Board FOR · Duopoly unknown — No divergence flagged

The Audit Committee selected Grant Thornton LLP for the 2026 fiscal year.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
3
To approve an amendment to the Moleculin Biotech, Inc. 2024 Equity Incentive Plan to increase the number of shares authorized for issuance thereunder.
compensation
Elevated
For
Board FOR · Duopoly unknown — No divergence flagged

As of the Record Date, 14,105 shares remained available under the 2024 Plan.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
4
To vote on a non-binding, advisory resolution to approve executive compensation.
compensation
Elevated
Against
Board FOR · Duopoly unknown — ⚠ Divergence flagged

2025 say-on-pay support was approximately 63%, below the Company's expectations.

Divergence: 1 Review status: Approved. Publication ledger and 8-K reconciliation pending.
5
To approve an amendment to the Company's Amended and Restated Certificate of Incorporation to eliminate supermajority voting requirements to amend the Amended and Restated Certificate of Incorporation.
other
Elevated
For
Board FOR · Duopoly unknown — No divergence flagged

The filing states the amendment would eliminate supermajority voting requirements.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
6
To approve an amendment to the Company's Amended and Restated Certificate of Incorporation to grant our Board of Directors authority to effect a reverse stock split of the outstanding shares of the Company’s common stock, at a reverse stock split ratio of between 1-for-2 to 1-for-20 (or any whole number in between), as determined by the Board in its sole discretion, prior to the one-year anniversary of this Annual Meeting.
other
Elevated
For
Board FOR · Duopoly unknown — No divergence flagged

The filing states the reverse stock split may be necessary to maintain Nasdaq Capital Market listing.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
7
To authorize the adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the Annual Meeting or adjournment or postponement thereof to approve any of the above proposals.
other
Elevated
For
Board FOR · Duopoly unknown — No divergence flagged

The filing states adjournment may be used to solicit additional proxies if votes are insufficient.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.

Ledger

2f30e7d10d9d1b6c4f0967f52e680e9c2730249500aee4ca591ffc5fa9dee45f

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