NewAmsterdam Pharma Company (NAMS) Proxy filing summary

Executive summary

• Annual general meeting scheduled for June 2, 2026, with nine key voting proposals and several discussion items, including statutory reports, director reappointments, and capital authorizations.

• Shareholders of record as of May 5, 2026, are eligible to vote, with multiple voting methods available, including in-person, proxy, telephone, and internet.

• Board recommends voting “FOR” all proposals, including annual accounts, director discharge, auditor appointments, director reappointments, share issuance authorizations, employee stock plan, and executive compensation.

Voting matters and shareholder proposals

• Proposals include adoption of 2025 annual 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.

• Shareholder proposals for the 2027 AGM must be submitted by January 2027 for inclusion in proxy materials, with additional requirements under Dutch law for agenda items.

Board of directors and corporate governance

• Board consists of one executive and nine non-executive directors, with a strong emphasis on independence and diversity.

• Committees include audit, compensation, and nomination/governance, each with defined charters and independent membership.

• Directors are appointed by shareholders upon binding nomination, with clear tenure and reappointment policies.

• Board and committee meetings had high attendance, and director compensation includes retainers, committee fees, and equity awards.