PTC Therapeutics (PTCT) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on June 2, 2026, with voting on director elections, auditor ratification, and executive compensation approval.

• Shareholders can vote online, by phone, mail, or during the virtual meeting, with a record date of April 10, 2026, and 82,911,783 shares outstanding.

• The Board recommends voting in favor of all proposals and emphasizes the importance of shareholder participation.

Voting matters and shareholder proposals

• Four Class I directors are nominated for election to serve until 2029.

• Ratification of Ernst & Young LLP as independent auditor for 2026 is proposed.

• Advisory vote on named executive officer compensation (say-on-pay) is included.

• Shareholder proposals and director nominations for 2027 must follow advance notice and proxy access procedures.

Board of directors and corporate governance

• The Board consists of 11 directors in three staggered classes, with a majority being independent.

• Leadership structure separates Chair and CEO roles, with regular executive sessions for independent directors.

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

• Board diversity matrix shows a mix of gender and demographic backgrounds.

• Directors are expected to attend at least 75% of meetings and the annual meeting.