Nektar Therapeutics (NKTR) Proxy filing summary

Executive summary

• Annual meeting scheduled for June 4, 2026, via live webcast, with voting on four key proposals including director election, equity plan amendment, auditor ratification, and say-on-pay advisory vote.

• Shareholders of record as of April 6, 2026, are eligible to vote; 29,679,647 shares outstanding.

• Voting can be done online, by phone, mail, or during the webcast; quorum requires majority of outstanding shares.

Voting matters and shareholder proposals

• Election of one director for a term expiring at the 2029 annual meeting.

• Amendment to the 2017 Performance Incentive Plan to add 3,000,000 shares for equity awards.

• Ratification of Ernst & Young LLP as independent auditor for fiscal 2026.

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

• Procedures for submitting shareholder proposals for the 2027 meeting are detailed, with deadlines and requirements.

Board of directors and corporate governance

• Board consists of six directors in three staggered classes; majority are independent per Nasdaq standards.

• Board leadership is separated between CEO and Chairman; Lead Independent Director role established.

• Board committees: Audit, Organization and Compensation, and Nominating and Corporate Governance, all with independent members.

• Board and committees met regularly in 2025; all directors attended at least 75% of meetings.

• Corporate governance policies emphasize diversity, independence, and regular self-assessment.