Acacia Research (ACTG) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually, with stockholders able to vote and submit questions online.

• Seven directors are nominated for election, and several key proposals will be voted on, including auditor ratification, executive compensation, and a charter amendment to protect net operating loss carryforwards.

• The board emphasizes its commitment to effective oversight, diversity, and long-term strategic growth.

• Forward-looking statements are included, with risks and uncertainties highlighted.

Voting matters and shareholder proposals

• Proposals include electing seven directors, ratifying Grant Thornton LLP as auditor, a non-binding say-on-pay vote, and amending the certificate of incorporation to extend stock transfer restrictions.

• The board recommends voting FOR all proposals.

• The charter amendment aims to protect the company’s ability to utilize net operating loss carryforwards by extending transfer restrictions for three years.

• Voting procedures, quorum requirements, and effects of abstentions and broker non-votes are detailed.

Board of directors and corporate governance

• The board consists of seven members with diverse backgrounds and skills, including financial, executive, and risk management experience.

• Majority of directors are independent under Nasdaq rules; key committees are fully independent.

• Leadership structure separates the roles of Chairman and CEO, with a Lead Independent Director in place.

• The Nominating, Governance and Sustainability Committee oversees board composition, director qualifications, and ESG strategy.

• Starboard Value LP, as controlling shareholder, has certain rights to designate board nominees.