Coherus Oncology (CHRS) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on May 27, 2026, with voting on five key proposals, including director elections, auditor ratification, executive compensation, stock option repricing, and an equity plan amendment.

• Only stockholders of record as of April 16, 2026, are eligible to vote, with 154,217,609 shares outstanding.

• The Board recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Proposal 1: Election of two Class III directors (Dennis M. Lanfear and Mats L. Wahlström) for terms expiring in 2029; Board size reduced from nine to eight.

• Proposal 2: Ratification of Ernst & Young LLP as independent auditor for fiscal year 2026.

• Proposal 3: Advisory vote on executive compensation (say-on-pay).

• Proposal 4: Approval to reduce the exercise price of certain outstanding stock options for employees and consultants, excluding non-employee directors.

• Proposal 5: Approval to increase shares reserved under the 2014 Equity Incentive Award Plan by 7,700,000 shares.

• Shareholder proposals for the 2027 meeting must be submitted by December 21, 2026, for inclusion in proxy materials.

Board of directors and corporate governance

• Board consists of eight members post-meeting, with a classified structure and staggered three-year terms.

• All directors except the CEO are independent per Nasdaq standards.

• Board leadership includes a Chairman (CEO) and a lead independent director.

• Committees: Audit, Compensation, and Nominating & Corporate Governance, all with independent members.

• Board diversity and director qualifications are reviewed annually.

• Code of business conduct and anti-hedging policy in place.