Benitec Biopharma (BNTC) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on December 1, 2025, allowing shareholders to attend, vote, and submit questions online for greater accessibility.

• Shareholders will vote on the election of two Class III directors, ratification of the independent auditor, and a non-binding say-on-pay proposal.

• The record date for voting eligibility is October 10, 2025, with 26,250,469 shares of common stock outstanding as of that date.

• Proxy materials are available electronically, and shareholders are encouraged to vote via internet, phone, or mail.

Voting matters and shareholder proposals

• Proposal 1: Election of Dr. Jerel Banks and Megan Boston as Class III directors to serve until 2028.

• Proposal 2: Ratification of Baker Tilly US, LLP as the independent registered public accounting firm for fiscal year ending June 30, 2026.

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

• Shareholders may submit proposals for the 2026 Annual Meeting by June 19, 2026, following SEC and bylaw requirements.

Board of directors and corporate governance

• The board consists of six directors, four of whom are independent, divided into three staggered classes.

• Board committees include Audit, Compensation, and Nominating and Corporate Governance, each with independent members and formal charters.

• Directors are expected to attend annual meetings, and all attended the 2024 meeting.

• Corporate governance guidelines, a code of ethics, and an insider trading policy are in place.

• Stockholders can communicate directly with the board or specific directors.