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 proxy via phone, internet, or mail.

Voting matters and shareholder proposals

• Shareholders will vote on electing nine directors, ratifying PwC as auditor for 2026, approving executive compensation (say-on-pay), and amending the certificate of incorporation to double authorized common stock to 300 million shares.

• Board recommends voting FOR all proposals.

• Shareholders may submit proposals or director nominations for future meetings following specific procedures and deadlines.

Board of directors and corporate governance

• Board will be reduced from thirteen to nine members following resignations and will consist of experienced professionals from life sciences, investment, and commercial backgrounds.

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

• Board committees include Audit, Compensation, and Nominating and Governance, each with defined responsibilities and independent membership.

• Code of Business Conduct and Ethics and Insider Trading Policy are in place, with annual compliance reviews.

• Board leadership is separated between the CEO and independent Chairman.