Harvard Bioscience (HBIO) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 2, 2026, with voting on key proposals including director elections, auditor ratification, executive compensation, and amendments to equity plans.

• Shareholders of record as of April 7, 2026, are entitled to vote, with one vote per share of common stock; a quorum requires at least one third of outstanding shares.

• Proxy materials are distributed primarily via the Internet to expedite delivery and reduce environmental impact.

Voting matters and shareholder proposals

• Election of two Class II Directors for three-year terms expiring in 2029.

• Ratification of Grant Thornton LLP as independent auditor for fiscal year 2026.

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

• Approval of amendments to increase shares under the Employee Stock Purchase Plan (+120,000 shares) and 2021 Incentive Plan (+400,000 shares).

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of six members divided into three classes; all but the CEO are independent per Nasdaq rules.

• Lead Independent Director coordinates independent directors' activities; no current Board Chair.

• Board committees: Audit, Compensation, and Nominating & Governance, all comprised entirely of independent directors.

• Directors have diverse backgrounds in finance, law, life sciences, and investment, with strong governance and industry experience.

• Non-employee directors must meet equity ownership guidelines within five years.