aTyr Pharma (ATYR) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for May 11, 2026, with five key proposals for shareholder vote, including director elections, auditor ratification, executive compensation, amendments to the stock plan, and an increase in authorized shares.

• Shareholders can vote in person, by mail, phone, or internet, with detailed instructions provided.

• The proxy solicitation is managed by the company and Alliance Advisors, with no additional compensation for directors or employees soliciting proxies.

Voting matters and shareholder proposals

• Proposal 1: Election of three Class II directors to serve until 2029.

• Proposal 2: Ratification of Ernst & Young LLP as independent auditor for fiscal year 2026.

• Proposal 3: Advisory vote on executive compensation (say-on-pay).

• Proposal 4: Amendment to increase shares under the 2015 Stock Option and Incentive Plan by 4,000,000.

• Proposal 5: Amendment to increase authorized common stock from 170,000,000 to 340,000,000 shares.

• Board recommends voting “FOR” all proposals.

Board of directors and corporate governance

• Board consists of seven members, divided into three classes with staggered terms.

• Six of seven directors are independent; CEO and Chairman roles are separated.

• Board diversity is emphasized, with regular review of composition and diversity trends.

• Three standing committees: Audit, Compensation, and Nominating & Corporate Governance, all composed of independent directors.

• Directors are encouraged to attend annual meetings; all attended in 2025.