Assembly Biosciences (ASMB) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on June 5, 2025, with six key proposals up for shareholder vote, including director elections, executive compensation, auditor ratification, amendments to equity plans, and an employee stock purchase plan increase.

• The board recommends voting in favor of all proposals, emphasizing the importance of equity-based compensation for talent retention and alignment with shareholder interests.

• The company highlights strong 2024 achievements in clinical development, research, and financial management, including a $42.7 million capital raise and progress on multiple investigational drug candidates.

Voting matters and shareholder proposals

• Shareholders will vote on electing ten directors, approving executive compensation (say-on-pay), ratifying Ernst & Young LLP as auditor, amending the 2018 Stock Incentive Plan (two increases: 375,000 and 225,000 shares), and amending the Employee Stock Purchase Plan to 225,000 shares.

• The board recommends a FOR vote on all proposals.

• Proxy access allows groups holding 3%+ of shares for three years to nominate directors.

• Shareholders holding 25%+ of shares can call special meetings.

Board of directors and corporate governance

• The board consists of ten members, six of whom are independent; the chair is independent.

• Directors bring diverse skills in finance, science, operations, and governance.

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

• Proxy access and majority voting standards are in place; no poison pill exists.

• Directors receive a mix of cash and equity compensation; Gilead designees and the CEO do not receive board compensation.