Artelo Biosciences (NASDAQ:ARTL) held its 2025 annual meeting of stockholders virtually on Jan. 30, 2026, led by President and Chief Executive Officer Gregory Gorgas. The meeting included the company’s formal stockholder votes on director elections, executive compensation, and auditor ratification, followed by a question-and-answer session that ended without any submitted questions.
Meeting attendance and procedures
Gorgas opened the meeting by introducing directors and other participants present virtually, including Board Chair Connie Matsui and Compensation Committee Chair Steven Kelly. Also participating were Joe Longoria of MaloneBailey, LLP (the company’s independent auditor), legal counsel James Keegan of Wilson Sonsini Goodrich & Rosati (serving as secretary of the meeting), and Tracy Oates of Broadridge Financial Solutions (serving as Inspector of Election).
Gorgas said affidavits of mailing for both the proxy materials and the supplement—sent to stockholders of record as of the Dec. 10, 2025 record date—would be filed with the meeting minutes. He also said the Inspector of Election had signed the required oath, which would likewise be filed with the minutes. The Inspector advised the company that a sufficient number of shares were present in person at the virtual meeting and by proxy to constitute a quorum.
Proposals brought to a vote
The company presented three proposals to stockholders. Gorgas explained that stockholders could vote by proxy or during the virtual meeting via an online ballot, with each share of common stock entitled to one vote based on holdings as of the record date.
- Proposal 1: Election of two Class II directors. Stockholders voted on the election of two Class II director nominees to serve until the 2028 annual meeting (or until successors are duly elected and qualified, or earlier resignation or removal). The board nominated Douglas Blayney, MD, and Connie Matsui, both current directors, for re-election. The board recommended voting in favor of both nominees.
- Proposal 2: Advisory vote on executive compensation (“say on pay”). Stockholders voted on an advisory proposal to approve the compensation of the named executive officer as identified in the 2024 summary compensation table included in the proxy materials. Gorgas emphasized that the say-on-pay vote is not binding, but is intended to provide feedback on investor sentiment that the Compensation Committee can consider. The board recommended voting in favor.
- Proposal 3: Ratification of auditor. Stockholders voted on ratifying the Audit Committee’s appointment of MaloneBailey, LLP as the company’s independent registered public accounting firm for the fiscal year ending Dec. 31, 2026. Gorgas noted that stockholder ratification is not required under the company’s bylaws, but the Audit Committee was seeking approval as a matter of good corporate practice. The board recommended voting in favor.
Preliminary voting results
The polls opened at 8:05 a.m. Pacific Time and closed at 8:11 a.m. Pacific Time, at which point no additional ballots, proxies, vote changes, or revocations were accepted. After tabulation of proxies and online votes, Gorgas announced preliminary results indicating all proposals were approved.
Based on the Inspector of Election’s preliminary report, stockholders:
- Elected Douglas Blayney, MD, and Connie Matsui as Class II directors to serve until the 2028 annual meeting;
- Approved the named executive officer’s compensation on an advisory basis; and
- Ratified the appointment of MaloneBailey, LLP as the company’s independent registered public accounting firm for the fiscal year ending Dec. 31, 2026.
Gorgas said a definitive report would be filed with the minutes of the meeting, and that final results would be reported in the company’s filings with the U.S. Securities and Exchange Commission.
Question-and-answer session
After the formal portion of the meeting was adjourned, the company moved to a Q&A session. Gorgas provided a forward-looking statements caution, noting that comments during the Q&A could include predictions subject to risks and uncertainties, and he referenced the company’s SEC filings, including its annual report on Form 10-K for the year ended Dec. 31, 2024, and its quarterly report on Form 10-Q for the quarter ended Sept. 30, 2025.
No questions were submitted by stockholders during the session, and the company closed the meeting shortly thereafter.
About Artelo Biosciences (NASDAQ:ARTL)
Artelo Biosciences, Inc is a clinical-stage biopharmaceutical company focused on the development of novel small-molecule therapies for pain, inflammation, ocular and cardiometabolic disorders. The company leverages a proprietary drug delivery and targeting platform designed to enhance the safety and efficacy profiles of well-characterized active pharmaceutical ingredients. Artelo’s approach is centered on repurposing and optimizing therapeutic molecules to address significant unmet medical needs, with particular emphasis on improving patient tolerability and clinical outcomes.
The company’s lead program, AB101, is an orally bioavailable ion channel modulator in development for neuropathic pain conditions including post-herpetic neuralgia.
