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Perspective Therapeutics, Inc.

For the period ended Dec 31, 2024. Filed Apr 16, 2025.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Dec 31, 2024 · Filed Apr 16, 2025

CATX$0.84+6.5%Stored close · as of Nov 6, 2026
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Nomination Process

The Nominations Committee is the nominating committee of the Board. The Nominations Committee is governed by the Company’s Certificate of Incorporation and bylaws with respect to the nominations process. The Nominations Committee is responsible for recommending nominees for nomination by the Board for election to the Board. The Nominations Committee will consider nominations from stockholders, provided that such nominations are received by the Company’s Corporate Secretary in accordance with the Certificate of Incorporation, the bylaws, and the date set forth in the prior year’s Proxy Statement.

The Nominations Committee will perform the following duties with respect to director nominations: (a) consider the criteria for identifying and recommending individuals who may be nominated for election to the Board; (b) provide a recommendation to the Board of the slate of nominees for election to the Board; (c) as the need arises, make recommendations to fill vacancies and actively seek individuals qualified to become Board members; and (d) consider stockholder nominations for the Board when properly submitted in accordance with the Company’s Certificate of Incorporation and bylaws.

The Nominations Committee will consider candidates for the Board who are recommended by its members, other Board members, stockholders and management, as well as those identified by any third-party search firm the Company may retain to assist in identifying and evaluating possible candidates. The Nominations Committee evaluates candidates recommended by stockholders in the same manner that it evaluates other candidates. The Nominations Committee’s evaluations will be based upon several criteria, including (among others) candidates’ relevant expertise to offer advice and guidance to management, excellence in his or her field, the ability to exercise sound business judgment, a commitment to represent the long-term interests of the Company’s stockholders, independence, sufficient time to devote to the affairs of the Company, diversity of background, skills and other factors, the extent to which a candidate would fill a present need on the Board, and personal and professional ethics. Candidates should have reputations, both personal and professional, consistent with the Company’s image and reputation.

At a minimum, the majority of directors on the Board should be “independent,” not only as that term may be legally defined, but also without the appearance of any conflict in serving as a director. In addition, directors must have time available to devote to Board activities and to enhance their knowledge of the radiopharmaceutical industry. Accordingly, the Nominations Committee seeks to attract and retain highly qualified directors who have sufficient time to attend to their substantial duties and responsibilities to the Company. The Company does not have a formal policy related to consideration of diversity in identifying director nominees. However, in identifying candidates for membership on the Board, the Nominations Committee will take into account all factors it considers appropriate, which may include strength of character, mature judgment, career specialization, relevant technical skills, diversity, and the extent to which the candidate would fill a present need on the Board.

The Nominations Committee will utilize the following process for identifying and evaluating nominees to the Board. In the case of incumbent directors whose terms of office are set to expire, the Nominations Committee will review such directors’ overall service to the Company during their term, including the number of meetings attended, level of participation and quality of performance. In the case of new director candidates, the members of the Nominations Committee will be polled for suggestions as to potential candidates that may meet the criteria above, discuss candidates suggested by Company stockholders and may also engage, if deemed appropriate, a professional search firm. The Nominations Committee will then meet to discuss and consider these candidates’ qualifications and then choose a candidate to recommend by majority vote. The Company has an engagement with a professional search firm to assist the Nominations Committee and the Board in identifying and evaluating potential Board nominees.

You may vote either “FOR ALL,” “WITHHOLD ALL,” or “FOR ALL EXCEPT” certain nominees for Proposal 1. The vote with respect to the election of directors is governed by Delaware law and the Company’s bylaws and is a plurality of the votes cast by the holders of shares represented and entitled to vote at the Annual Meeting, provided a quorum is present. As a result, the failure to vote, a withheld vote or a broker non-vote will be counted in determining whether a quorum is present but will have no other effect on the election of directors. The five persons receiving the highest number of affirmative votes will be elected as directors of the Company.

The Board unanimously recommends that the stockholders vote“FOR ALL” on Proposal 1 to elect Lori A. Woods, Heidi Henson, Frank Morich, M.D., Ph.D., Johan (Thijs) Spoor and Robert Froman Williamson, III as directors for a term expiring at the 2026 Annual Meeting of Stockholders and until their successors have been elected and qualified.

PROPOSAL 2– RATIFICATION OF APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee has appointed the firm WithumSmith+Brown, PC (“Withum”) to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2025 and has directed that such appointment be submitted to our stockholders for ratification at the Annual Meeting. Our organizational documents do not require that our stockholders ratify the selection of our independent registered public accounting firm; however, we are seeking stockholder approval of the selection as a matter of good corporate practice. If our stockholders do not ratify the selection, the Audit Committee will reconsider whether to retain Withum, but still may retain Withum, nonetheless. Even if the selection is ratified, the Audit Committee, in its discretion, may change the appointment at any time during the year if it determines that such a change would be in our best interests. Representatives from Withum are expected to attend the Annual Meeting. The representatives of Withum will have the opportunity to make a statement if they desire to do so, and such representatives are expected to be available to respond to appropriate questions.

During the year ended December 31, 2023, the six months ended December 31, 2022 and the year ended June 20, 2022, Assure CPA, LLC (“Assure”) served as our independent registered public accounting firm. Representatives of Assure are not expected to be present at the Annual Meeting.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.