Atea Pharmaceuticals (AVIR) Proxy filing summary

Executive summary

• Annual Meeting scheduled for June 18, 2026, to be held virtually, with voting on director elections, auditor ratification, and executive compensation approval.

• Strategic focus in 2025 included advancing Phase 3 clinical trials for HCV, launching a new HEV candidate, and implementing a 25% workforce reduction for cost savings.

• Completed a $25 million stock repurchase program, returning 7.7 million shares to authorized but unissued status.

• Forward-looking statements highlight anticipated clinical trial milestones in 2026 and continued market opportunity for HCV and HEV therapies.

Voting matters and shareholder proposals

• Shareholders will vote on electing three Class III directors (Jerome Adams, Howard Berman, Barbara Duncan) for terms expiring in 2029.

• Ratification of KPMG LLP as independent auditor for fiscal year ending December 31, 2026.

• Advisory (non-binding) vote on executive compensation (Say-on-Pay).

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of nine members, eight of whom are independent; five new independent directors appointed since 2020.

• Board committees (Audit, Compensation, Nominating and Corporate Governance, Strategy and Public Policy) are fully independent.

• Classified board structure with staggered three-year terms; directors may only be removed for cause by a two-thirds vote.

• Board refreshment and diversity emphasized, with a mix of scientific, financial, and executive expertise.

• Lead Independent Director role established for enhanced oversight.