GALECTIN THERAPEUTICS INC
For the period ended Dec 3, 2025. Filed Oct 22, 2025.
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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 3, 2025 · Filed Oct 22, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
| Filed by the Registrant ☒ | Filed by a Party other than the Registrant ☐ |
|---|
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
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| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
October 22, 2025
Dear Stockholder:
You are cordially invited to attend the 2025 annual meeting of stockholders (the “2025 Annual Meeting”) of Galectin Therapeutics Inc. The meeting will be held on Wednesday, December 3, 2025 at 11:00 a.m., Eastern Standard Time. Due to cost savings and other efficiencies resulting from conducting a virtual meeting, Galectin Therapeutics is conducting the 2025 Annual Meeting via an online-only format. 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.
The meeting will be held for the following purposes:
| 1. | To elect the eleven (11) nominees for director named in the accompanying proxy statement to hold office until the 2026 annual meeting of our stockholders. |
| 2. | To vote on a non-binding advisory resolution to approve the compensation paid to Galectin’s named executive officers, as disclosed in the proxy statement accompanying this letter. |
| 3. | To recommend, by non-binding vote, the frequency with which Galectin will conduct stockholder advisory votes on executive compensation. |
| 4. | To ratify the selection by the Audit Committee of the Board of Directors of Cherry Bekaert LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025. |
| 5. | To transact such other business as may properly come before the meeting or any adjournments of the 2025 Annual Meeting. |
Only holders of the Company’s Common Stock or Series A 12% Convertible Preferred Stock of record as of October 7, 2025 are entitled to notice of and to vote at the 2025 Annual Meeting. These items of business are more fully described in the proxy statement accompanying this letter.
The Company is pleased to save costs and help protect the environment by using the “Notice and Access” method of delivery for its proxy materials. Instead of receiving paper copies of our proxy materials, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (the “Annual Report”), in the mail, stockholders will receive a Notice Regarding the Availability of Proxy Materials, which provides an internet website address where stockholders can access electronic copies of the proxy materials.
Your vote is very important. Regardless of whether you plan to virtually attend the 2025 Annual Meeting, please promptly vote your shares. You may vote your shares over the internet. If you received a paper copy of a proxy or voting instruction card by mail, you may submit your proxy or voting instruction card for the 2025 Annual Meeting by completing, signing, dating and returning your proxy or voting instruction card in the pre-addressed envelope provided. For specific instructions on how to vote your shares, please refer to the section entitled Questions and Answers About the Annual Meeting and Voting Rights on page 2 of the proxy statement.
In addition, the proxy statement contains other important information about Galectin Therapeutics, including information about the role and responsibilities of our Board of Directors and its committees, information about executive compensation, and information about the beneficial ownership of Galectin Therapeutics’ securities.
Sincerely yours,
Joel Lewis
President and Chief Executive Officer
4960 Peachtree Industrial Blvd., Suite 240
Norcross, Georgia 30071
NOTICE OF THE 2025 ANNUAL MEETING OF STOCKHOLDERS
| Time: | 11:00 a.m. Eastern Standard Time on Wednesday, December 3, 2025; Online access begins at 10:45 a.m. on December 3, 2025. | |
|---|---|---|
| Place: | The Annual Meeting will be held virtually via the internet, at www.virtualshareholdermeeting.com/GALT2025. | |
| Items of Business: | 1. | To elect the eleven (11) nominees for director named in the accompanying proxy statement to hold office until the 2026 annual meeting of our stockholders. |
| 2. | To vote on a non-binding advisory resolution to approve the compensation paid to Galectin’s named executive officers, as disclosed in the proxy statement accompanying this letter. | |
| 3. | To recommend, by non-binding vote, the frequency with which Galectin will conduct stockholder advisory votes on executive compensation. | |
| 4. | To ratify the selection by the Audit Committee of the Board of Directors of Cherry Bekaert LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025. | |
| 5. | To transact such other business as may properly come before the meeting or any adjournments of the 2025 Annual Meeting. | |
| Who Can Vote: | You can vote if you were a stockholder of record of our Common Stock or our Series A 12% Convertible Preferred Stock, as of the close of business on October 7, 2025. | |
| Proxy Materials: | You may access our Annual Report and this Notice and proxy statement at www.proxyvote.com and on our website at www.galectintherapeutics.com. Instructions on how to obtain paper copies of the proxy materials are on page 5 of this notice. | |
| Date of Mailing: | This Notice, the proxy statement and the form of proxy are first being made available to stockholders on or about October 23, 2025. | |
WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING, PLEASE SUBMIT PROMPTLY VOTE YOUR SHARES BY FOLLOWING THE INSTRUCTIONS ON THE NOTICE CARD OR PROXY CARD.
Important Notice Regarding the Availability of Proxy Materials
for the Annual Meeting to be Held December 3, 2025.
The Letter to Stockholders, Notice of Meeting, Proxy Statement, and Annual Report on Form 10-K, are available at: www.proxyvote.com
By Order of the Board of Directors
Jack W. Callicutt Chief Financial Officer and Corporate Secretary
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.