Orchestra BioMed (OBIO) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 23, 2026, with voting on director elections, auditor ratification, an employee stock purchase plan, executive compensation, and the frequency of future say-on-pay votes.

• The board recommends voting for all proposals, including annual say-on-pay votes.

• Proxy materials are provided online to reduce environmental impact and costs.

Voting matters and shareholder proposals

• Proposals include electing three Class III directors, ratifying Ernst & Young LLP as auditor, approving the 2026 Employee Stock Purchase Plan, an advisory say-on-pay vote, and a vote on the frequency of future say-on-pay votes.

• The board recommends voting for all director nominees, auditor ratification, the ESPP, say-on-pay, and annual say-on-pay votes.

• Shareholders may submit proposals for the 2027 meeting by December 31, 2026, and director nominations per bylaw procedures.

Board of directors and corporate governance

• The board consists of eight directors, with staggered three-year terms and 75% classified as independent.

• Board committees include Audit, Compensation, and Nominating and Corporate Governance, each composed solely of independent directors.

• The board is chaired by the CEO, with a lead independent director and regular executive sessions for independent directors.

• Directors are selected based on expertise, integrity, diversity, and commitment to shareholder interests.

• Shareholders can communicate with the board and recommend director candidates.