Assembly Biosciences (ASMB) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 4, 2026, with voting on five key proposals, including director elections, executive compensation, auditor ratification, and amendments to equity and employee stock purchase plans.

• The board recommends approval of all proposals, emphasizing the importance of equity plans for talent retention and alignment with shareholder interests.

• Proxy materials are available online, and shareholders can vote via internet, phone, or mail.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of nine directors, (2) advisory approval of executive compensation, (3) ratification of Ernst & Young LLP as auditor, (4) amendment to increase shares in the 2018 Stock Incentive Plan by 1,200,000, and (5) amendment to increase shares in the Employee Stock Purchase Plan to 515,000.

• All proposals require a majority of votes cast for approval; abstentions and broker non-votes have no effect.

• Proxy access and special meeting rights are available to shareholders meeting certain thresholds.

Board of directors and corporate governance

• Six of nine board nominees are independent; the board will have nine members post-meeting.

• Anthony E. Altig will become independent chair after the meeting.

• Board committees (Audit, Compensation, Nominating and Governance, Science and Technology) are fully independent and conduct annual self-evaluations.

• Proxy access allows significant shareholders to nominate directors; annual election and majority voting standard are in place.