Achieve Life Sciences (ACHV) Proxy filing summary

Executive summary

• Annual Meeting scheduled for July 2, 2026, to be held virtually, with voting rights for shareholders of record as of May 15, 2026.

• Key proposals include election of nine directors, ratification of PwC as auditor, advisory vote on executive compensation, and amendment to increase authorized common stock.

• Proxy materials and annual report are available online; shareholders encouraged to vote by phone, internet, or mail.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of nine directors, (2) ratification of PwC as auditor for 2026, (3) advisory say-on-pay vote, (4) amendment to increase authorized common stock to 300 million shares.

• Board recommends voting FOR all proposals.

• Quorum requires majority of outstanding shares; plurality for director election, majority for other proposals.

• Broker non-votes and abstentions do not affect outcomes.

Board of directors and corporate governance

• Board will be reduced to nine members after the meeting; all nominees have extensive life sciences, investment, or executive experience.

• Majority of directors are independent under SEC and Nasdaq rules.

• Board committees: Audit, Compensation, Nominating and Governance, each with defined charters and independent membership.

• Board leadership separated between CEO and independent Chairman.

• Code of Business Conduct and Ethics applies to all directors, officers, and employees.