Entera Bio (ENTX) Proxy filing summary

Executive summary

• July 2026 private placement raised ~$275 million gross; proceeds are expected to fund the EB613 Phase 3 registrational program and extend cash runway into 2030.

• Special meeting scheduled for November 24, 2026, with eight proposals; the Board recommends FOR all eight.

Voting matters and shareholder proposals

• Proposals 1–5 are linked to the private placement: expand the 2018 Plan by 13,937,915 shares and approve one-time equity grants to the CEO, CFO, COO and Chief of R&D.

• Proposals 6–8 cover an amended compensation policy, revised non-executive director compensation and a longer post-termination option exercise window.

• Each proposal requires a simple majority of votes cast; proposals 2–8 may also require the Israeli-law special majority test, including limits on opposing votes from disinterested shareholders.

• Purchasers agreed to vote their shares for Proposals 1–5; they have no such obligation for Proposals 6–8.

Board of directors and corporate governance

• Compensation Committee and Board review compensation against external market benchmarks; the proposed policy is intended to remain effective for three years, or longer if Israeli law permits.

• Non-executive director annual option grants would have fair market value up to $86,000, vest quarterly over one year and accelerate fully upon a change in control; new directors may receive an initial grant up to $130,000.

• Revised director fees effective October 1, 2026: annual Board fee of $40,000, or $80,000 for the Chair; committee fees range from $5,000 to $15,000 annually, depending on role.

• The Board reinstated cash compensation for non-executive directors effective July 1, 2026, after the private placement improved the cash position.