Protara Therapeutics (TARA) investor relations material

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 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 such votes (recommended annually).

• 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.

• Eight of nine directors are independent per Nasdaq rules; the board chair is independent.

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

• Directors are selected for diverse experience, industry knowledge, and independence.

• Board and committees met regularly, with high attendance and executive sessions for independent directors.