Acacia Research (ACTG) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for May 15, 2025, and will be held virtually, allowing shareholders to vote and submit questions online.

• Shareholders will vote on the election of seven directors, ratification of the external auditor, a say-on-pay proposal, and an amendment to the certificate of incorporation to protect net operating loss carryforwards.

• The board recommends voting in favor of all proposals and emphasizes the importance of shareholder participation.

• Forward-looking statements are included, with risks and uncertainties highlighted in the annual report.

Voting matters and shareholder proposals

• Proposals include electing seven directors, ratifying Grant Thornton LLP as auditor, approving executive compensation on an advisory basis, and amending the certificate of incorporation to extend stock transfer restrictions.

• The board unanimously recommends voting for all proposals.

• Voting can be done online, by phone, mail, or during the virtual meeting with a control number.

• Quorum requires a majority of outstanding shares; each share has one vote.

• Abstentions and broker non-votes have specific effects depending on the proposal.

Board of directors and corporate governance

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

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

• Leadership roles are separated between Chairman and CEO; Maureen O'Connell serves as Lead Independent Director.

• The board held 11 meetings in 2024; all directors attended at least 75% of meetings.

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

• Starboard Value LP, as controlling shareholder, has rights to designate board nominees under the Recapitalization Agreement.