AtaiBeckley (ATAI) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 4, 2026, following the strategic combination of atai Life Sciences and Beckley Psytech and redomiciliation to Delaware, aligning the company with its U.S. listing and shareholder base and simplifying its structure for future growth.

• Shareholders of record as of April 9, 2026, are entitled to vote on key proposals, with 366,916,896 shares outstanding and each share entitled to one vote.

• The proxy materials are distributed electronically, with printed copies available upon request, and voting can be done online, by phone, or by mail.

Voting matters and shareholder proposals

• Proposal 1: Election of three Class I directors (Sabrina Martucci Johnson, Amir Kalali, M.D., Andrea Heslin Smiley) for terms expiring at the 2029 annual meeting.

• Proposal 2: Ratification of Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026.

• The board unanimously recommends voting FOR both proposals.

• Shareholder proposals for the 2027 annual meeting must be submitted by December 23, 2026, for inclusion in proxy materials.

Board of directors and corporate governance

• The board consists of nine directors divided into three classes, with staggered terms; two directors are designated by Apeiron under a rights agreement.

• Most directors are independent per Nasdaq rules, except the CEO and one principal stockholder representative.

• The board has Audit, Compensation, Nominating, and Science & Technology Committees, all with independent members and defined charters.

• The board conducts periodic self-evaluations and has adopted governance guidelines, a code of conduct, and policies on insider trading and clawbacks.