ABVC BIOPHARMA, INC.
For the period ended Mar 26, 2026. Filed Mar 5, 2026.
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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.
Mar 26, 2026 · Filed Mar 5, 2026
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DEF 14A 1 ea0279808-def14a_abvc.htm DEFINITIVE PROXY STATEMENT
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
(Amendment No. )
| 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 |
ABVC BIOPHARMA, INC.
(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. |
|---|---|
| ☐ | 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. |
**ABVC BIOPHARMA, INC.
44370 Old Warm Springs Blvd., Fremont, CA 94538
NOTICE OF 2026 ANNUAL MEETING OF SHAREHOLDERS
To the Shareholders of ABVC BioPharma, Inc.:
You are cordially invited to attend the 2026 annual shareholder meeting of ABVC BioPharma, Inc. (the “Company” or “ABVC”) to be held on March 26, 2026 at 10:00 a.m. EST, as a virtual electronic meeting using a Zoom video webinar (the “Meeting”). The Meeting will be held virtually via the Internet only with no physical in-person meeting excluding the Board of Directors (the “Board”). Technology will be incorporated into the Meeting to increase efficiency and provide for stockholder participation. In addition to on-line attendance, stockholders can hear all portions of the Meeting, submit written questions during the Meeting and listen to live responses to stockholder questions.
To attend the virtual Meeting, go to the Zoom link below:
Meeting ID: 271 131 5701
Passcode: f3w3a6
After you register with your name and email address, so that we can log attendees, you will be taken into the waiting room until the meeting begins.
This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of ABVC BioPharma, Inc. (the “Company”) for use at the Meeting and at all adjournments and postponements thereof. The Meeting will be held on March 26, 2026, at 10:00 a.m. EST, to consider and vote upon the following proposals:
| 1. | To re-elect Eugene Jiang, Dr. T.S. Jiang, Dr. Tsang Ming Jiang, Norimi Sakamoto, Yen-Hsin Chou, Dr. Chang-Jen Jiang, Hsin-Hui Miao, Yoshinobu Odaira, Che-Wei Hsu, Shuling Jiang and Yu-Min Chung (the “Current Director Nominees”) to serve on the Company’s Board of Directors (the “Board”) until the next annual shareholders meeting and until their successors are duly elected and qualified; |
| 2 | To ratify the selection of Simon & Edward, LLP (“S&E”) as our independent auditor to audit the financial statements for the fiscal year ending on December 31, 2026; |
| 3. | A proposal to approve a one-time increase in the Company’s Amended and Restated 2016 Equity Incentive Plan (the “Plan”) up to a maximum of 15% of the number of issued and outstanding shares on the date of the Meeting, inclusive of the Plan’s Evergreen Provision (as hereinafter defined). |
| 4. | To transact such other business as may properly come before the Meeting or any adjournment or postponement thereof. |
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” ALL OF THE NOMINEES LISTED ABOVE AND “FOR” EACH OF THE OTHER PROPOSALS.
Holders of record of the Company’s Common Stock at the close of business on January 26, 2026 (the “Record Date”) will be entitled to notice of, and to vote at, this Meeting and any adjournment or postponement thereof. Each share of Common Stock entitles the holder thereof to one vote.
Your vote is important, regardless of the number of shares you own. Due to the virtual nature of the Meeting, you are urged to vote in favor of each of the proposals by so indicating on the enclosed Proxy and by signing and returning the enclosed Proxy as promptly as possible, before 11:59 p.m. EST on March 25, 2026, whether or not you plan to attend the Meeting virtually.**The enclosed Proxy is solicited by the Company’s Board of Directors.**Any shareholder giving a Proxy may revoke it prior to the time it is voted by notifying the Secretary, in writing, to that effect, by filing with him/her a later dated Proxy. You will not be able to vote at the Meeting; therefore, it is strongly recommended that you complete the enclosed proxy card before 11:59 p.m. EST on March 25, 2026, to ensure that your shares will be represented at this Meeting.
A complete list of Shareholders of record entitled to vote at this Meeting will be available for ten days before this Meeting at the principal executive office of the Company for inspection by Shareholders during ordinary business hours for any purpose germane to this Meeting.
**Whether or not you plan to attend the annual meeting, we urge you to read this notice carefully and to vote your shares. Your vote is very important.**If you are a registered shareholder, please vote your shares as soon as possible by completing, signing, dating, and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name” through a bank, broker, or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the annual meeting. If you sign, date, and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals to be considered at the annual meeting.
I want to thank all of our shareholders as we look forward to what we believe will be an exciting future for our business.
We strongly encourage you to vote by proxy as described in the Proxy Statement so that your vote can be counted.
This notice and the enclosed proxy statement are first being mailed to Shareholders on or about March 5, 2026.
You are urged to review carefully the information contained in the enclosed proxy statement prior to deciding how to vote your shares.
By Order of the Board,
/s/ Uttam Patil
Uttam Patil
Chief Executive Officer
March 5, 2026
IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED “FOR” ALL OF THE NOMINEES LISTED ABOVE AND “FOR” EACH OF THE OTHER PROPOSALS.
**Important Notice Regarding the Availability of Proxy Materials
for the Annual Shareholder Meeting to Be Held at 10:00 a.m. EST on
March 26, 2026
The Notice of Annual Meeting, proxy statement and Annual Report on Form 10-K for year ended December 31, 2025 (the “2025 Annual Report” or the “Periodic Report”) are available atwww.proxyvote.com.
TABLE OF CONTENTS
| Page | |
|---|---|
| QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS | 1 |
| The Annual Meeting | 4 |
| General | 4 |
| Date, Time and Place of the Meeting | 4 |
| Purpose of the Meeting | 5 |
| Record Date and Voting Power | 5 |
| Quorum and Required Vote | 5 |
| Revocability of Proxies | 5 |
| Proxy Solicitation Costs | 5 |
| No Right of Appraisal | 5 |
| Who Can Answer Your Questions About Voting Your Shares | 5 |
| Principal Offices | 5 |
| PROPOSAL NO. 1 - RE-ELECTION OF DIRECTORS | 6 |
| Board Qualifications and Director Nominees | 6 |
| Information Regarding the Company’s Directors and Nominees | 6 |
| Vote Required | 8 |
| Recommendation of the Board | 9 |
| Corporate Governance | 9 |
| Security Ownership of Certain Beneficial Owners and Management | 14 |
| Certain Relationships and Related Party Transactions | 15 |
| PROPOSAL NO. 2 - RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 19 |
| Principal Accountant Fees and Services | 19 |
| Policies and Procedures Relating to Approval of Services by our Independent Registered Public Accountants | 20 |
| Vote Required | 20 |
| Recommendation of the Board | 20 |
| PROPOSAL NO. 3 - APPROVAL OF AMENDMENT TO EQUITY INCENTIVE PLAN | 21 |
| Purpose | 21 |
| Proposed Amendment | 22 |
| Vote Required | 22 |
| Recommendation of the Board | 22 |
| OTHER INFORMATION | 23 |
| Deadline for Submission of Shareholder Proposals for Meeting of Shareholders | 23 |
| Proxy Solicitation | 23 |
| Periodic Report | 23 |
| Delivery of Proxy Materials to Households | 24 |
| Where You Can Find Additional Information | 24 |
| ANNEX | |
| ANNEX A Form of Proxy Card to be Mailed to Stockholders of ABVC BioPharma, Inc. | A-1 |
i
**ABVC BioPharma, Inc.
PROXY STATEMENT
**2026 ANNUAL MEETING OF SHAREHOLDERS
to be held on March 26, 2026, at 10:00 a.m. Eastern Standard Time
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.