Enanta Pharmaceuticals (ENTA) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on March 11, 2026, with voting on four key proposals, including director elections, an equity plan amendment, executive compensation, and auditor ratification.

• Only stockholders of record as of January 16, 2026, are eligible to vote, with 29,018,522 shares outstanding and a quorum requirement of over 14.5 million shares.

• Voting can be done online, by phone, mail, or during the virtual meeting, and results will be published in a Form 8-K.

Voting matters and shareholder proposals

• Proposal 1: Election of two Class I directors (Bruce L.A. Carter, Ph.D. and Jay R. Luly, Ph.D.) to serve until 2029.

• Proposal 2: Amendment to the 2019 Equity Incentive Plan to increase reserved shares by 1,600,000.

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

• Proposal 4: Ratification of PricewaterhouseCoopers LLP as independent auditor for fiscal 2026.

• Shareholders may submit director nominations and other proposals following specific procedures and deadlines.

Board of directors and corporate governance

• The board consists of seven members, with a majority being independent under Nasdaq standards.

• Board leadership is separated between a non-executive chairman and the CEO.

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

• Directors are required to attend annual meetings, and all attended in 2025.

• The board oversees ESG matters and risk management.