Anika Therapeutics (ANIK) investor relations material

Executive summary

• A revised proposal for the 2017 Omnibus Incentive Plan will be presented at the June 18, 2026 Annual Meeting, reducing the requested share reserve increase from 475,000 to 350,000 shares, lowering potential dilution from 29.40% to 24.88%.

• The revision addresses concerns raised by Institutional Shareholder Services (ISS) regarding excessive dilution and cost, while maintaining the plan's strong governance features and equity grant practices.

• The plan aims to balance responsible equity usage with the need to attract, retain, and incentivize key personnel, reflecting recent restructuring actions and a three-year average burn rate of 3.92% for 2023–2025.

• No other changes were made to the proxy proposals or proxy card, and previously cast votes remain valid unless changed by shareholders.

Voting matters and shareholder proposals

• Proposal 4 seeks approval for the sixth amendment and restatement of the 2017 Omnibus Incentive Plan, now requesting an increase to 6,110,000 shares reserved for issuance.

• The Board unanimously recommends a vote "FOR" the revised plan amendment.

• Shareholders can change their votes in light of the new information by following established procedures.

Board of directors and corporate governance

• The Board responded to ISS feedback by reducing the share reserve request and reaffirmed its commitment to responsible equity compensation management.

• The Board retains authority to amend, suspend, or terminate the plan, subject to shareholder approval for material changes.