Spero Therapeutics (SPRO) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 23, 2026, with voting on five key proposals, including director elections, auditor ratification, executive compensation, an amendment to increase authorized shares, and adoption of a new stock incentive plan.

• Stockholders of record as of April 24, 2026, are eligible to vote, with 57,901,493 shares outstanding.

• The Board recommends approval of all proposals and emphasizes the importance of stockholder participation.

Voting matters and shareholder proposals

• Proposals include electing two directors, ratifying PricewaterhouseCoopers LLP as auditor, approving executive compensation, amending the certificate of incorporation to double authorized common shares, and adopting the 2026 Stock Incentive Plan.

• The Board recommends voting FOR all proposals.

• Stockholder proposals for the 2027 meeting must be received by December 28, 2026, for inclusion in the proxy statement.

Board of directors and corporate governance

• The Board is divided into three classes, with eight members; six are independent under Nasdaq rules.

• Milind Deshpande, Ph.D., and Kathleen Tregoning are nominated for re-election as Class III directors.

• The Board is chaired by Frank Thomas, with separation of CEO and Chair roles to reinforce independence.

• Committees include Audit, Compensation, Nominating and Corporate Governance, and Development, each with defined responsibilities and independent membership.

• Corporate governance guidelines and a code of business conduct and ethics are in place.