Onterris (ONT) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on May 6, 2026, for shareholders of record as of March 12, 2026, to vote on director elections, auditor ratification, and executive compensation approval.

• Proxy materials, including the 2025 Annual Report, are available online, with options for electronic or paper delivery and multiple voting methods.

• The company emphasizes ongoing shareholder engagement, transparency, and a commitment to long-term value creation.

Voting matters and shareholder proposals

• Shareholders will vote to elect three directors for one-year terms, ratify Deloitte & Touche LLP as auditor for 2026, and approve executive compensation on an advisory basis.

• The board recommends voting “FOR” all proposals.

• Procedures for submitting shareholder proposals and director nominations for the 2027 meeting are outlined, with specific deadlines and requirements.

Board of directors and corporate governance

• The board is transitioning to annual elections, with full declassification by 2028.

• 89% of directors are independent; the board is chaired by a non-executive chairman.

• Board and committee evaluations are conducted annually, with third-party analysis to identify areas for improvement.

• Committees include Audit, Compensation, and Nominating and Corporate Governance, all composed entirely of independent directors.

• Directors are expected to attend at least 75% of meetings and the annual meeting; all did so in 2025.

• Stock ownership guidelines require non-management directors to hold at least five times their annual cash retainer in stock.