Harmony Biosciences (HRMY) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on May 14, 2026, allowing global shareholder participation and cost savings.

• Shareholders will vote on electing four Class III directors, ratifying the auditor, and a non-binding say-on-pay proposal.

• Proxy materials are primarily distributed electronically to reduce costs and environmental impact.

• The board encourages advance voting via internet, phone, or mail, with detailed instructions provided.

• Forward-looking statements address future plans, performance, and risks.

Voting matters and shareholder proposals

• Proposals include electing four Class III directors, ratifying Deloitte & Touche LLP as auditor, and an advisory vote on executive compensation.

• The board recommends voting FOR all proposals.

• Plurality voting applies for directors; majority required for auditor ratification and say-on-pay.

• Shareholders can submit proposals or director nominations for the 2027 meeting by specified deadlines and procedures.

Board of directors and corporate governance

• The board consists of ten members, mostly independent, divided into three staggered classes.

• Four nominees for Class III director are presented, with detailed biographies and qualifications.

• Board committees include audit, compensation, and nominating/governance, each with defined responsibilities and charters.

• Annual board and committee self-evaluations are conducted to assess effectiveness.

• Corporate governance guidelines and a code of ethics are in place, covering director qualifications, conflicts of interest, and compliance.