Omeros (OMER) Proxy filing summary

Executive summary

• Achieved FDA approval and commercial launch of YARTEMLEA for TA-TMA, with strong early market indicators and ongoing regulatory review in Europe.

• Completed the sale of zaltenibart to Novo Nordisk, securing $240 million upfront and eligibility for up to $2.1 billion in milestones and royalties.

• Strengthened financial position by reducing debt, completing note exchanges, and raising capital through a direct offering.

• Advanced pipeline programs in addictive disorders, oncology, and infectious disease, with external funding and promising preclinical results.

Voting matters and shareholder proposals

• Shareholders to elect three Class II directors for terms expiring in 2029.

• Advisory vote on executive compensation (say-on-pay) and approval of the Amended and Restated Omnibus Incentive Compensation Plan.

• Ratification of Ernst & Young LLP as independent registered public accounting firm for 2026.

• Shareholder proposals for the 2027 meeting must be received by December 31, 2026.

Board of directors and corporate governance

• Board divided into three classes with staggered terms; majority of directors are independent.

• Lead independent director structure in place; board committees include audit, compensation, nominating and governance, and scientific.

• Board diversity, director qualifications, and succession planning are emphasized.

• Whistleblower and insider trading policies, including hedging and pledging restrictions, are enforced.