Pacira BioSciences (PCRX) Proxy filing summary

Executive summary

• Proxy solicitation by DOMA Parties seeks to elect three new independent directors to address sustained economic underperformance and enhance stockholder value at the 2026 Annual Meeting scheduled for June 9, 2026.

• DOMA Parties collectively own approximately 7.5% of outstanding shares and have been actively engaging with the company since 2022, expressing concerns over capital allocation, executive compensation, and risk management.

• DOMA criticizes the current Board for insufficient transparency, ineffective risk oversight, and failure to diversify revenue streams, particularly regarding reliance on EXPAREL and exposure to generic competition.

• The proxy contest follows a series of communications, private letters, and public statements by DOMA urging operational improvements, share buybacks, and a strategic review, including a potential sale of the company.

• DOMA recommends voting for its nominees and against certain company proposals, positioning its candidates as experienced in healthcare, finance, and legal matters to realign strategy and governance.

Voting matters and shareholder proposals

• Election of three DOMA Nominees (Eric de Armas, Christopher Dennis, Oliver Benton “Ben” Curtis III) as Class III directors for a three-year term.

• Ratification of KPMG LLP as independent auditors for fiscal year ending December 31, 2026, recommended FOR.

• Advisory vote on executive compensation (“Say on Pay”), recommended AGAINST due to misaligned incentives and excessive insider enrichment.

• Approval of Amended and Restated 2011 Stock Incentive Plan (increase by 2,200,000 shares), recommended AGAINST due to dilution concerns.

• Approval of Amended and Restated 2014 Employee Stock Purchase Plan (increase by 800,000 shares), recommended AGAINST.

Board of directors and corporate governance

• The Board is classified into three classes with staggered three-year terms; current size is ten, to be reduced to nine after the 2026 meeting.

• DOMA criticizes recent Board refreshment as reactive and insufficient, advocating for a more independent and accountable Board.

• DOMA Nominees bring expertise in finance, healthcare, and legal/regulatory matters, and are expected to qualify as independent directors under Nasdaq standards.