Protara Therapeutics (TARA) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 12, 2026, with stockholders able to participate and vote online.

• Seven key proposals are up for vote, including director elections, auditor ratification, executive compensation, equity plan amendment, share authorization increase, and officer exculpation.

• Only stockholders of record as of April 15, 2026, are entitled to vote; 55,060,500 shares of common stock are outstanding.

• Proxy materials are primarily distributed electronically to reduce environmental impact and costs.

Voting matters and shareholder proposals

• Election of three Class III directors to serve until 2029.

• Ratification of Ernst & Young LLP as independent auditor for fiscal year 2026.

• Advisory vote on executive compensation (say-on-pay) and on the frequency of future say-on-pay votes.

• Approval of an amendment to the 2024 Equity Incentive Plan to increase available shares from 4.3M to 9.3M.

• Approval to increase authorized common stock from 100M to 200M shares.

• Approval of officer exculpation amendment to the certificate of incorporation, consistent with Delaware law.

Board of directors and corporate governance

• Board consists of nine members divided into three classes with staggered three-year terms.

• Majority of directors are independent per Nasdaq rules; board chair is independent.

• Board committees include audit, compensation, nominating and corporate governance, and scientific advisory.

• Board met seven times in the last fiscal year; all directors attended at least 75% of meetings.

• Stockholders can communicate directly with the board via the corporate secretary.