Benitec Biopharma (BNTC) Proxy filing summary

Executive summary

• 2026 annual meeting set for December 3, 2026, virtually; agenda covers three Class I director elections, auditor ratification for FY2027, and an advisory say-on-pay vote.

• Record date October 13, 2026; 34,889,313 common shares outstanding, each carrying one vote. The Board recommends voting for all three proposals.

Voting matters and shareholder proposals

• Sharon Mates, Kishen Mehta and Edward Smith are nominated for Class I terms through the 2029 annual meeting; election is by plurality, and the Board recommends each nominee.

• Ernst & Young LLP is proposed for ratification as independent auditor for the fiscal year ending June 30, 2027; approval requires a majority of votes present and entitled to vote.

• Say-on-pay is an annual, non-binding vote requiring a majority of votes present and entitled to vote; the Board will consider the result in future compensation decisions.

• Proposals for inclusion in the 2027 proxy materials are due June 25, 2027; advance-notice proposals are due August 5–September 4, 2027, with universal-proxy notice due by October 4, 2027.

Board of directors and corporate governance

• Seven-member Board has six directors deemed independent under Nasdaq standards; Sharon Mates became Lead Independent Director in May 2026, and independent directors may meet in executive session.

• Board held seven meetings in the last fiscal year; Audit, Compensation and Nominating committees met five, ten and two times, respectively. Each director attended at least 75% of applicable meetings.

• Board is divided into three staggered classes with three-year terms; only Class I seats are up for election at the 2026 meeting.

• Guidelines cover director qualifications, related-person transaction review, management succession and oversight of significant risks; hedging and speculative trading in securities are prohibited for directors, officers and employees.