Monitor the annual meeting outcome for any withheld-vote percentage against the two insider nominees (Burnam/Ghodadra) as a gauge of minority shareholder sentiment. The stockholders agreement giving Burnam veto power over major decisions is a structural governance feature that could become relevant in any future M&A or financing discussions.
Price Chart
Executive Summary
Turn Therapeutics Inc. filed its definitive proxy statement for the 2026 annual meeting, seeking to re-elect CEO Bradley Burnam and CMO Dr. Neil Ghodadra as Class I directors and to ratify the appointment of WithumSmith+Brown as auditor. CEO Burnam controls 49.51% of outstanding shares through BEB Holdings, LLC, and a stockholders agreement grants him veto power over major corporate actions as long as he holds at least 10% of shares. The filing is routine with no shareholder proposals, contested elections, or material governance changes.
Key Facts
- Annual meeting to be held virtually on November 30, 2026; record date October 5, 2026 with 30,532,704 shares outstanding
- Proposal 1: Elect Bradley Burnam (CEO) and Dr. Neil Ghodadra (CMO) as Class I directors for three-year terms
- Proposal 2: Ratify WithumSmith+Brown, PC as independent auditor for FY2026
- CEO Bradley Burnam beneficially owns 49.51% of shares via BEB Holdings, LLC
- Stockholders agreement with Burnam requires his approval for major transactions, equity issuances over $50M, charter/bylaw amendments, and CEO/CFO hiring
- Director Arthur Golden serves as investment advisor to two irrevocable trusts holding 600,000 shares gifted by Burnam to his children
- Davis Polk (where Golden is senior counsel) received ~$1.5M in legal fees in 2025 for Direct Listing work
- CEO Burnam 2025 total compensation: $652,036 (salary $465,740 + bonus $186,296); CFO Chaudhary: $1,426,754 (salary $152,211 + bonus $30,400 + $1,244,143 option award grant date fair value)
- Audit committee is fully independent; audit fees paid to Withum in 2025: $351,000
- No shareholder proposals, no contested director elections, no say-on-pay vote
Financial Impact
No material financial impact from this routine proxy filing. CEO compensation of $652K and CFO compensation of $1.43M (including $1.24M option grant) are disclosed but not subject to shareholder vote.
Risk Factors
- CEO Burnam's 49.51% ownership and veto rights in stockholders agreement concentrate control and could deter potential acquirers or activist investors
- Director Golden's dual role as Davis Polk senior counsel and investment advisor to Burnam family trusts creates related-party complexity
- Auditor change from SetApart to Withum in April 2025 adds incremental governance scrutiny
Investment Themes
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| DEF 14A Filing (Primary) | 0001213900-26-110670 |
| Document: 0001213900-26-110670-index-headers.html | 0001213900-26-110670 |
| Document: 0001213900-26-110670-index.html | 0001213900-26-110670 |
| Document: 0001213900-26-110670.txt | 0001213900-26-110670 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 19, 2026 7d ago | DEF 14A | $10.47 | awaiting T+60 | — | $10.61 (+1.34%) |
Oct 6, 2026 20d ago | 8-K | $12.10 | awaiting T+60 | — | $10.61 (−12.31%) |
Sep 10, 2026 6w ago | 8-K | $13.38 | awaiting T+60 | — | $10.61 (−20.70%) |
Sep 9, 2026 6w ago | 8-K | $13.75 | awaiting T+60 | — | $10.61 (−22.84%) |
Aug 18, 2026 9w ago | 8-K | $9.99 | awaiting T+60 | — | $10.61 (+6.21%) |
Jul 7, 2026 15w ago | 8-K | $9.71 $14.39 | ▲ +48.20% | ▲ +46.20% | $10.61 (+9.27%) |
Jun 3, 2026 20w ago | 8-K | $6.02 $10.11 | ▲ +67.94% | ▲ +65.44% | $10.61 (+76.25%) |
Jun 1, 2026 21w ago | 8-K | $6.33 $9.73 | ▲ +53.71% | ▲ +52.48% | $10.61 (+67.61%) |
May 27, 2026 21w ago | 8-K | $5.29 $9.54 | ▲ +80.34% | ▲ +78.46% | $10.61 (+100.57%) |
May 19, 2026 22w ago | 8-K | $4.55 $9.86 | ▲ +116.70% | ▲ +110.41% | $10.61 (+133.19%) |
US Market Status
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