Galectin Therapeutics Goes Virtual for 2025 Annual Meeting

TL;DR

**GALT's virtual meeting is a cost-cutting move, but the insider control of 19% of votes means the board's recommendations are practically guaranteed to pass, so don't expect any surprises.**

AI Summary

Galectin Therapeutics Inc. is holding its 2025 Annual Meeting virtually on December 3, 2025, to elect eleven directors, approve executive compensation on a non-binding advisory basis, recommend the frequency of future executive compensation votes, and ratify Cherry Bekaert LLP as its independent auditor for fiscal year 2025. The company is leveraging a virtual format for cost savings and efficiencies, allowing stockholders to participate remotely. As of October 7, 2025, there were 64,479,210 shares of Common Stock and 1,210,000 shares of Series A 12% Convertible Preferred Stock outstanding, with Series A Preferred Stock voting on an as-converted basis. Directors and executive officers control approximately 19% of the total outstanding voting shares, or 12,288,534 shares, and are expected to vote FOR all proposals and recommend a triennial frequency for executive compensation votes. The Board recommends voting FOR all proposals and for a 'THREE YEARS' frequency for executive compensation votes. The company is using a 'Notice and Access' method for proxy materials, saving costs and promoting environmental protection.

Why It Matters

This DEF 14A filing outlines key governance decisions for Galectin Therapeutics, impacting investors through director elections and executive compensation approvals. The shift to a virtual meeting format, driven by cost savings, could set a precedent for other small-cap biotech firms, influencing broader market trends in corporate governance and shareholder engagement. For employees, the executive compensation vote provides insight into leadership's reward structure. Customers and the broader market are indirectly affected by the stability and strategic direction set by the elected board and approved compensation practices, especially in the competitive biotech landscape where effective leadership is crucial for drug development and market positioning.

Risk Assessment

Risk Level: low — The risk level is low because the filing primarily concerns routine annual meeting proposals, such as director elections and auditor ratification. Directors and executive officers control 12,288,534 shares, representing approximately 19% of total outstanding voting shares, indicating strong internal alignment with the proposed agenda, reducing the likelihood of unexpected outcomes.

Analyst Insight

Investors should review the executive compensation details and the director nominees, but given the significant insider voting control, expect the Board's recommendations to pass. Focus on the company's operational updates and clinical trial progress rather than expecting major governance shifts from this meeting.

Key Numbers

• 11 — Number of directors to be elected (To hold office until the 2026 annual meeting)
• 2025-12-03 — Date of Annual Meeting (Meeting will be held virtually at 11:00 a.m. EST)
• 2025-10-07 — Record Date for Voting (Stockholders of record on this date can vote)
• 64,479,210 — Common Stock Shares Outstanding (As of the record date, October 7, 2025)
• 1,210,000 — Series A Preferred Stock Shares Outstanding (As of the record date, October 7, 2025, voting on an as-converted basis)
• 12,288,534 — Shares Controlled by Insiders (Representing approximately 19% of total outstanding voting shares)
• 21,493,071 — Quorum Requirement (One-third of outstanding shares entitled to vote)
• 3 — Recommended Frequency for Say-on-Pay Vote (Board recommends every three years)
• 10:45 a.m. — Online Access Start Time (For the virtual 2025 Annual Meeting on December 3, 2025)
• 2025-10-23 — Proxy Materials Availability Date (First made available to stockholders on or about this date)

Key Players & Entities

• GALECTIN THERAPEUTICS INC. (company) — Registrant for DEF 14A filing
• Joel Lewis (person) — President and Chief Executive Officer
• Jack W. Callicutt (person) — Chief Financial Officer and Corporate Secretary
• Cherry Bekaert LLP (company) — Independent registered public accounting firm
• SEC (regulator) — Securities and Exchange Commission
• $0.001 (dollar_amount) — Par value per share of Common Stock
• $0.01 (dollar_amount) — Par value per share of Series A 12% Convertible Preferred Stock and Series C Super Dividend Convertible Preferred Stock
• 12,288,534 (dollar_amount) — Shares of Common Stock or common equivalent voting Preferred Stock owned or controlled by directors and executive officers
• 19% (dollar_amount) — Percentage of total outstanding voting shares controlled by directors and executive officers
• 64,479,210 (dollar_amount) — Shares of Common Stock outstanding on record date

FAQ

Industry Context

Galectin Therapeutics operates in the biotechnology sector, focusing on developing therapies for fibrotic diseases and cancer. This industry is characterized by high research and development costs, long development cycles, and significant regulatory hurdles. Success often hinges on clinical trial outcomes and the ability to secure funding for ongoing research.

Regulatory Implications

As a biotechnology company, Galectin Therapeutics is subject to stringent regulatory oversight from bodies like the FDA. Clinical trial failures or delays in regulatory approvals can have a material adverse effect on the company's prospects. Compliance with evolving healthcare regulations and data privacy laws is also critical.

What Investors Should Do

1. Review the proxy statement thoroughly before voting.
2. Vote on all proposals, especially the election of directors and the Say-on-Pay advisory vote.
3. Consider the recommended triennial frequency for the Say-on-Pay vote.
4. Participate in the virtual annual meeting.

Key Dates

• 2025-12-03: 2025 Annual Meeting of Stockholders — Key date for electing directors, approving executive compensation, and ratifying auditors. The virtual format aims for cost savings and broader participation.
• 2025-10-07: Record Date for Voting — Determines which stockholders are eligible to vote at the 2025 Annual Meeting. As of this date, there were 64,479,210 shares of Common Stock and 1,210,000 shares of Series A Preferred Stock outstanding.
• 2025-10-23: Proxy Materials Availability Date — Indicates when stockholders could first access the proxy statement and annual report, allowing time for review before voting.
• 2025-09-22: Security Ownership Information Date — Date as of which beneficial ownership of common and preferred stock by significant owners, directors, and officers was reported.

Glossary

DEF 14A

A proxy statement filed with the U.S. Securities and Exchange Commission (SEC) by companies that are required to solicit proxies from their shareholders for an annual or special meeting. (This document contains the official information about the company's annual meeting, proposals, director nominees, and executive compensation.)

Series A 12% Convertible Preferred Stock

A class of preferred stock that pays a 12% dividend and can be converted into a specified number of shares of common stock. (This stock is outstanding and votes on an as-converted basis, impacting the total voting power and potential dilution.)

Notice and Access

A method for delivering proxy materials where instead of mailing physical copies, companies provide a notice to shareholders with instructions on how to access the materials online. (Galectin Therapeutics is using this method to save costs and reduce environmental impact, making proxy materials available online.)

Say-on-Pay Vote

A non-binding shareholder vote on the compensation of the company's named executive officers. (Proposal No. 2 is a Say-on-Pay vote, and Proposal No. 3 asks shareholders to determine the frequency of this vote.)

As-converted basis

Refers to the voting rights of convertible securities, where they are treated as if they have already been converted into the underlying common stock for voting purposes. (The Series A Preferred Stock votes on an as-converted basis, meaning its voting power is calculated based on the number of common shares it represents.)

Year-Over-Year Comparison

This filing pertains to the 2025 Annual Meeting, with proxy materials made available around October 23, 2025. Key details such as the number of directors, meeting date, and record date are provided. The company is continuing its practice of holding virtual meetings for cost efficiency and environmental benefits, utilizing the 'Notice and Access' method for proxy materials. Specific comparative financial data or changes in risk factors from a previous filing are not detailed within the provided text.

Key Financial Figures

• $0.001 — 9,210 shares of common stock, par value $0.001 per share ("Common Stock") 1,210,000
• $0.01 — Convertible Preferred Stock, par value $0.01 per share ("Series A Preferred Stock").

Filing Documents

• ny20055081x1_def14a.htm (DEF 14A) — 811KB
• logo_galectin.jpg (GRAPHIC) — 26KB
• ny20055081x1_pc01.jpg (GRAPHIC) — 662KB
• ny20055081x1_pc02.jpg (GRAPHIC) — 573KB
• ny20055081x1_pvp01x1.jpg (GRAPHIC) — 152KB
• ny20055081x1_pvp02x2.jpg (GRAPHIC) — 136KB
• sig_jlewis.jpg (GRAPHIC) — 13KB
• sig_jwcallicutt.jpg (GRAPHIC) — 17KB
• 0001140361-25-038875.txt ( ) — 5623KB
• galt-20251203.xsd (EX-101.SCH) — 3KB
• galt-20251203_lab.xml (EX-101.LAB) — 2KB
• galt-20251203_pre.xml (EX-101.PRE) — 2KB
• ny20055081x1_def14a_htm.xml (XML) — 244KB

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 7 SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE 9 PROPOSAL NO. 1 ELECTION OF DIRECTORS 10 EXECUTIVE OFFICERS 14 CORPORATE GOVERNANCE 14 DIRECTOR COMPENSATION 22

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 24 SUMMARY COMPENSATION TABLE 29 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2024 30 PROPOSAL NO. 2 NON-BINDING ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION 36 PROPOSAL NO. 3 NON-BINDING ADVISORY VOTE ON THE FREQUENCY OF STOCKHOLDER APPROVAL OF EXECUTIVE COMPENSATION 37 PROPOSAL NO. 4 RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS 38 FEES PAID TO CHERRY BEKAERT LLP 38 PROPOSALS OF STOCKHOLDERS 39 ANNUAL REPORT 40 HOW TO ATTEND THE 2025 ANNUAL MEETING 41 i TABLE OF CONTENTS GALECTIN THERAPEUTICS INC. 4960 Peachtree Industrial Blvd., Suite 240 Norcross, Georgia 30071 PROXY STATEMENT FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS To Be Held on December 3, 2025 This proxy statement contains information about the 2025 annual meeting of stockholders ("2025 Annual Meeting") of Galectin Therapeutics Inc. (referred to in this proxy statement as "Galectin", "Galectin Therapeutics", "the Company", "we", "our" or "us"). The 2025 Annual Meeting will be held virtually over the internet on Wednesday, December 3, 2025, beginning at 11:00 a.m. Eastern Standard Time, at www.virtualshareholdermeeting.com/GALT2025. Online access begins at 10:45 a.m. on the date of the 2025 Annual Meeting. Due to the cost savings and other efficiencies resulting from conducting a virtual meeting, the Company is conducting an online-only format for the 2025 annual meeting. Stockholders will be able to listen, vote, and submit questions from their home or any remote location with internet connectivity. The 2025 Annual Meeting has been designed to provide the same rights to participate as you would have at an in-person meeting. Information on how to participate in this year's virtual meeting can be found on page 41 . This proxy statement is furnished in connection with the solicitation of proxies by our Board of Directors for use at the 2025 Annual Meeting. All proxies will be voted in accordance with the instructions

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth, as of September 22, 2025, certain information concerning the beneficial ownership of our Common Stock and Series A Preferred Stock by (i) each person known by us to own beneficially five percent (5%) or more of the outstanding shares of each class, (ii) each of our directors, new director nominee and named executive officers, and (iii) all of our executive officers, directors and new di

View Full Filing

View this DEF 14A filing on SEC EDGAR