Heron Therapeutics (HRTX) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on June 12, 2025, with voting on director elections, auditor ratification, executive compensation, and the frequency of future say-on-pay votes.

• Only shareholders of record as of April 15, 2025, are entitled to vote; 152,530,696 shares are outstanding.

• Voting can be done online, by phone, or by mail, and shareholders can revoke or change their vote before the meeting.

• The Board recommends voting for all proposals and director nominees.

Voting matters and shareholder proposals

• Proposals include electing six directors, ratifying Withum as auditor for 2025, approving executive compensation, and setting the frequency of future say-on-pay votes.

• Board recommends annual say-on-pay votes and supports all proposals.

• Shareholders can submit proposals for the 2026 meeting by December 30, 2025, and director nominations between February 12 and March 14, 2026.

Board of directors and corporate governance

• Six director nominees are presented, with diverse backgrounds in management, finance, medicine, and law.

• All directors except the CEO are independent under Nasdaq rules.

• The Board has Audit, Compensation, and Governance Committees, all composed of independent directors.

• The Board met six times in 2024; committee meetings were held regularly.

• Board diversity is considered in nominations, though no formal policy exists.