Ionis Pharmaceuticals (IONS) Proxy filing summary

Executive summary

• Annual meeting scheduled for June 4, 2026, with virtual participation available for shareholders.

• Shareholders are encouraged to review proxy materials and vote by June 3, 2026.

Voting matters and shareholder proposals

• Election of two directors: Spencer R. Berthelsen and Joan E. Herman, both recommended by the board.

• Advisory vote on executive compensation (say-on-pay) recommended for approval.

• Proposal to amend the 2011 Equity Incentive Plan to increase authorized shares by 9,500,000, totaling 52,000,000 shares.

• Proposal to amend the 2000 Employee Stock Purchase Plan to add 750,000 shares and remove the plan's termination date.

• Ratification of Ernst & Young LLP as independent auditors for the 2026 fiscal year.

Board of directors and corporate governance

• Board recommends all director nominees and proposals for shareholder approval.

• Proxyholders have discretionary authority to vote on other business or substitute nominees if needed.