Heron Therapeutics (HRTX) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 11, 2026, with voting on seven key proposals, including director elections, auditor ratification, executive compensation, equity plan amendments, and a tax benefits preservation plan.

• Shareholders of record as of April 14, 2026, are eligible to vote, with 188,638,866 shares outstanding.

• Voting can be conducted online, by phone, or by mail, and shareholders may submit questions during the meeting.

Voting matters and shareholder proposals

• Election of seven directors to serve until the 2027 annual meeting.

• Ratification of Withum Smith + Brown, PC as independent auditor for fiscal 2026.

• Advisory approval of executive compensation for 2025 (Say-on-Pay).

• Approval of amendments to the 2007 Equity Incentive Plan (adding 16,560,000 shares) and the ESPP (adding 10,000,000 shares).

• Advisory ratification of the Tax Benefits Preservation Plan.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Seven director nominees, with diverse backgrounds in biotech, finance, medicine, and law.

• Board committees: Audit, Compensation, and Governance, all comprised of independent directors except the CEO.

• Board met nine times in 2025; all directors attended at least 75% of meetings.

• Board leadership is separated between the CEO and Chairman roles.

• Emphasis on diversity, independence, and annual evaluation of board effectiveness.