Puma Biotechnology (PBYI) Proxy filing summary

Executive summary

• The annual meeting will be held on June 11, 2026, to elect eight directors, ratify KPMG LLP as auditor, hold a say-on-pay vote, and approve an amendment to extend the Auerbach Warrant expiration by two years.

• The Board unanimously recommends voting in favor of all proposals, emphasizing alignment with shareholder interests and long-term value creation.

• Shareholders of record as of April 13, 2026, are eligible to vote, with 50,891,675 shares outstanding.

Voting matters and shareholder proposals

• Proposals include: election of eight directors, auditor ratification, advisory approval of executive compensation, and extension of the Auerbach Warrant.

• The Auerbach Warrant Amendment extends the expiration date from October 4, 2026, to October 4, 2028, for a warrant to purchase 2,116,250 shares at $16.00 per share.

• Only the auditor ratification is considered a routine matter for broker voting discretion.

• Shareholder proposals for the 2027 meeting must be received by December 29, 2026, for inclusion.

Board of directors and corporate governance

• The Board consists of eight members, with an average tenure of 9.2 years and a mix of industry, financial, and scientific expertise.

• Seven of eight directors are independent; Alan H. Auerbach is not independent due to his executive role.

• Board committees include Audit, Compensation, Nominating and Corporate Governance, Research and Development, and Equity Incentive.

• The Board conducts annual reviews of composition, independence, and committee structure.

• Stock ownership guidelines require directors to hold shares equal to three times their annual cash retainer by 2029.