BioCryst Pharmaceuticals (BCRX) Proxy filing summary

Executive summary

• Annual Meeting scheduled for June 11, 2026, to elect three directors, ratify Ernst & Young LLP as independent auditors, hold a non-binding advisory vote on executive compensation, and approve an amended Stock Incentive Plan increasing shares available for issuance by 7,000,000.

• Board recommends voting in favor of all proposals and outlines procedures for voting by internet, mail, phone, or in person.

• The record date for voting is April 13, 2026, with 254,105,895 shares of common stock outstanding.

Voting matters and shareholder proposals

• Proposals include election of three directors for terms ending 2029, ratification of Ernst & Young LLP as auditors for 2026, advisory vote on executive compensation, and approval of amended Stock Incentive Plan.

• Board unanimously recommends voting FOR all proposals.

• Shareholders may submit proposals for the 2027 meeting by December 24, 2026.

Board of directors and corporate governance

• Board consists of 10 directors, with recent refreshment including new CEO and directors with expertise in rare disease, commercial execution, and capital markets.

• Eight directors are independent per Nasdaq standards; leadership succession and annual board evaluations are emphasized.

• Committees include Audit, Compensation, Corporate Governance and Nominating, Commercialization, Science, and Finance.

• Stock ownership guidelines require CEO to hold 3x base salary, other executives 1x, and directors 3x annual retainer.