Aura Biosciences (AURA) Proxy filing summary

Executive summary

• Special Meeting scheduled for August 5, 2026, to vote on two key proposals: increasing authorized common stock and amending the 2021 Stock Option and Incentive Plan.

• Board recommends approval of both proposals to support future growth, capital flexibility, and competitive equity compensation.

• Virtual meeting format enhances shareholder participation and access.

Voting matters and shareholder proposals

• Proposal 1 seeks to increase authorized common stock from 150,000,000 to 500,000,000 to enable capital raising, strategic transactions, and equity incentives.

• Proposal 2 amends the 2021 Stock Option and Incentive Plan to include pre-funded warrants in the evergreen calculation, increasing shares available for equity awards.

• Board unanimously recommends voting FOR both proposals.

• Shareholders of record as of June 12, 2026, are eligible to vote.

• Stockholder proposals for the 2027 proxy statement must be received by December 21, 2026.

Board of directors and corporate governance

• Board and Compensation Committee oversee executive compensation, director compensation, and risk assessment.

• Non-employee directors receive cash retainers and equity awards, with recent adjustments to compensation policy.

• Certain directors have waived compensation; director awards vest over time and accelerate upon a sale event.