Protagonist Therapeutics (PTGX) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 17, 2026, with voting on four key proposals, including director elections, executive compensation, auditor ratification, and a new equity incentive plan.

• Only shareholders of record as of April 22, 2026, are eligible to vote, with 64,305,185 shares outstanding.

• The Board recommends voting in favor of all proposals and has engaged Innisfree M&A Incorporated for proxy solicitation.

• Forward-looking statements address clinical development, regulatory approvals, and future financial performance, subject to risks and uncertainties.

Voting matters and shareholder proposals

• Proposal 1: Election of two Class I directors to serve until 2029.

• Proposal 2: Advisory vote on executive compensation (say-on-pay).

• Proposal 3: Ratification of Ernst & Young LLP as independent auditor for 2026.

• Proposal 4: Approval of the 2026 Equity Incentive Plan.

• Shareholder proposals and director nominations for 2027 must be submitted by specified deadlines and in compliance with bylaws.

Board of directors and corporate governance

• The Board is classified into three classes with staggered three-year terms; six directors serve, with a majority deemed independent.

• Board leadership is separated between the CEO and an independent Chairperson.

• Four standing committees: Audit, Compensation, Nominating and Corporate Governance, and Research.

• Board and committee members attended at least 75% of meetings in the last fiscal year.

• Governance structure includes supermajority voting for certain actions and prohibits shareholders from calling special meetings or acting by written consent.