Ultragenyx Pharmaceutical (RARE) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 14, 2026, to address key governance and compensation matters.

• Forward-looking statements highlight anticipated equity grant practices, share pool duration, and compensation competitiveness.

• Shareholder approval sought for an amended incentive plan, director elections, auditor ratification, and executive compensation.

Voting matters and shareholder proposals

• Election of three Class I directors.

• Approval of the Third Amended and Restated 2023 Incentive Plan, including a 3.0 million share increase.

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

• Advisory vote on executive compensation (say-on-pay).

Executive compensation and say-on-pay

• Equity awards are emphasized to attract and retain talent in competitive biotech markets.

• If the incentive plan is not approved, alternative cash-based compensation may be considered, potentially increasing expenses.

• CEO equity grants are 60% performance-based PSUs for 2025 and 2026; other executives at 50%, VPs/SVPs at 25% in 2026.