Protara Therapeutics (TARA) investor relations material

Voting matters and shareholder proposals

• Election of three Class III directors to serve until the 2029 annual meeting is proposed, with nominees Jesse Shefferman, Barry Flannelly, and Cynthia Smith.

• Ratification of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026.

• Advisory approval of executive compensation and a separate advisory vote on the frequency of future say-on-pay votes (1, 2, or 3 years).

• Amendment to the 2024 Equity Incentive Plan is up for approval.

• Amendments to the certificate of incorporation to increase authorized shares from 100,000,000 to 200,000,000 and to allow officer exculpation as permitted by Delaware law.

Board of directors and corporate governance

• Board recommends voting for all director nominees and all proposals except for Proposal 4, where it recommends a 1-year frequency for say-on-pay votes.

• Proxies are authorized to vote on other business that may arise at the meeting.

Audit committee and external auditor matters

• Audit committee selected Ernst & Young LLP as the independent auditor for the fiscal year ending December 31, 2026, subject to shareholder ratification.