NewAmsterdam Pharma Company (NAMS) Proxy filing summary

Executive summary

• Annual General Meeting scheduled for June 2, 2026, with key agenda items including statutory accounts adoption, director discharge, auditor appointments, director reappointments, share issuance authorizations, and compensation matters.

• Shareholders of record as of May 5, 2026, are eligible to vote; proxy materials are accessible online and by mail.

• Voting can be done in person, by proxy, telephone, or internet, with detailed procedures for beneficial owners and record holders.

Voting matters and shareholder proposals

• Proposals include adoption of 2025 statutory accounts, director discharge, auditor instructions and ratification, reappointment of two non-executive directors, extension of share issuance and pre-emption rights, approval of a 2026 Employee Stock Purchase Plan (ESPP), and a non-binding say-on-pay vote for 2025 executive compensation.

• Board recommends voting FOR all proposals and director nominees.

• Shareholder proposals for the 2027 AGM must comply with SEC and Dutch law deadlines and requirements.

Board of directors and corporate governance

• Board consists of one executive and nine non-executive directors, with a single-tier structure.

• All directors except the CEO and Chief Scientific Officer are independent under Nasdaq rules.

• Three standing committees: Audit, Compensation, and Nomination & Corporate Governance, each with defined charters and independent membership.

• Director nomination process emphasizes diversity, independence, and relevant experience.

• Directors are subject to service agreements with non-compete and IP assignment clauses.