Spero Therapeutics (SPRO) Proxy filing summary

Voting matters and shareholder proposals

• Election of two Class III directors, Milind Deshpande, Ph.D., and Kathleen Tregoning, to serve until the 2029 Annual Meeting or until successors are elected and qualified.

• Ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026.

• Advisory vote to approve the compensation of named executive officers as disclosed in the proxy statement.

• Approval of an amendment to increase authorized common stock from 120,000,000 to 240,000,000 shares.

• Approval of the 2026 Stock Incentive Plan and transaction of other properly presented business.

Board of directors and corporate governance

• Board recommends voting in favor of all proposals, including director elections and governance changes.

Executive compensation and say-on-pay

• Advisory vote on executive compensation is included as a key agenda item for shareholder approval.