Biohaven (BHVN) Proxy Filing summary

Executive summary

• Advanced a broad pipeline with over 10 assets across 6 therapeutic areas, including neurology, immunology, and oncology, with multiple late-stage clinical trials and regulatory milestones expected in 2025 and 2026.

• Achieved significant progress in clinical programs, including FDA Priority Review for troriluzole in SCA and first-in-human dosing for next-generation immunology assets.

• Completed the acquisition of Pyramid Biosciences, expanding the oncology portfolio and resulting in related share issuances to directors.

• Maintained a patient-first approach and highlighted a strong commitment to innovation and shareholder value.

Voting matters and shareholder proposals

• Shareholders will vote on the election of two directors (Vlad Coric, M.D. and Kishan Mehta) for terms expiring in 2028.

• Ratification of Ernst & Young LLP as independent auditor for fiscal year 2025 is on the agenda.

• Advisory vote on executive compensation (Say-on-Pay) is included.

• Procedures for shareholder proposals and director nominations for the next annual meeting are detailed, with deadlines and requirements specified.

Board of directors and corporate governance

• Board consists of eight members, with a majority classified as independent under NYSE rules.

• Board leadership includes a combined Chair/CEO and a Lead Independent Director to enhance oversight.

• Three standing committees: audit, compensation, and nominating/corporate governance, all composed of independent directors.

• Annual board and committee evaluations, executive sessions, and robust director qualification standards are in place.

• Shareholder communications and a Code of Business Conduct and Ethics are established.