Penumbra (PEN) Proxy filing summary

Executive summary

• Annual Meeting scheduled for June 18, 2026, to elect three Class II directors, ratify PwC as auditor for 2026, and hold an advisory vote on executive compensation.

• A $14.5 billion merger with Boston Scientific is pending, but no action on the merger will be taken at the Annual Meeting; a separate Special Meeting will address this.

• Proxy materials are available online, and shareholders can vote by mail, phone, or internet.

Voting matters and shareholder proposals

• Shareholders will vote on electing three Class II directors, ratifying PwC as auditor, and approving executive compensation on an advisory basis.

• Board recommends voting “For” all proposals.

• Proxy access bylaw allows eligible shareholders to nominate directors; deadlines for 2027 proposals are specified.

Board of directors and corporate governance

• Board consists of seven members, transitioning from a classified to a declassified structure by 2028.

• Majority of directors are independent; all committee members meet NYSE independence standards.

• Board Chair and CEO roles are combined; Presiding Director leads executive sessions of independent directors.

• Stock ownership guidelines require non-employee directors and CEO to hold shares equal to at least 3x annual cash retainer or base salary.