Coherus Oncology (CHRS) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on May 27, 2026, with six key proposals up for shareholder vote, including director elections, auditor ratification, executive compensation, stock option repricing, and an increase in shares under the equity plan.

• Only shareholders of record as of April 16, 2026, are eligible to vote, with detailed instructions provided for both record and beneficial owners.

• The Board recommends voting in favor of all proposals, emphasizing alignment with company strategy and shareholder interests.

Voting matters and shareholder proposals

• Proposals include electing two Class III directors, ratifying Ernst & Young LLP as auditor, a non-binding say-on-pay vote, repricing certain stock options, and increasing shares under the 2014 Equity Incentive Plan.

• Shareholders may submit proposals for the 2027 annual meeting by December 21, 2026, for inclusion in proxy materials.

• Voting procedures, quorum requirements, and broker non-vote rules are clearly outlined.

Board of directors and corporate governance

• The Board will be reduced from nine to eight members, with two Class III directors nominated for re-election and one not standing for re-election.

• Board committees (Audit, Compensation, Nominating/Governance) are composed of independent directors, with clear charters and responsibilities.

• The Board maintains a lead independent director and encourages a culture of risk management and ethical conduct.

• Board diversity, director independence, and anti-hedging policies are emphasized.