Pacific Biosciences of California (PACB) Proxy filing summary

Executive summary

• Annual Meeting scheduled for June 3, 2026, to be held virtually, with voting on key proposals including director elections, auditor ratification, executive compensation, and an amendment to the 2020 Equity Incentive Plan.

• Shareholders of record as of April 6, 2026, are entitled to vote; proxy materials are primarily distributed online to reduce costs and environmental impact.

• Board recommends voting FOR all proposals, including six director nominees, auditor ratification, say-on-pay, and the equity plan amendment.

Voting matters and shareholder proposals

• Election of six directors for one-year terms as part of a declassification process; board size reduced from ten to nine.

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

• Advisory vote on executive compensation for 2025 (say-on-pay).

• Approval of amendment to the 2020 Equity Incentive Plan to increase shares reserved by 16,000,000.

• Shareholder proposals for the 2027 meeting must be submitted by December 24, 2026.

Board of directors and corporate governance

• Board leadership structure separates Chairman and CEO roles; John F. Milligan is Chairman, Christian O. Henry is CEO.

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

• Board committees include Audit, Compensation, Corporate Governance and Nominating, and Science and Technology, each with defined responsibilities and independent members.

• Director nominations consider diversity, experience, and independence; stockholders holding at least 5% of shares for 12 months may recommend candidates.

• Code of business conduct applies to all directors, officers, and employees.