Puma Biotechnology (PBYI) Proxy filing summary

Executive summary

• Annual meeting scheduled for June 11, 2026, with voting on four key proposals and other business.

• Proposals include election of eight directors, ratification of KPMG LLP as auditor, advisory say-on-pay vote, and extension of the Auerbach Warrant.

• Board unanimously recommends voting FOR all proposals.

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

Voting matters and shareholder proposals

• Proposal 1: Elect eight directors for a one-year term; nominees are current board members.

• Proposal 2: Ratify KPMG LLP as independent auditor for 2026.

• Proposal 3: Advisory vote to approve executive compensation (say-on-pay).

• Proposal 4: Approve amendment to extend the Auerbach Warrant expiration to October 4, 2028.

• Board recommends FOR all proposals; only Proposal 2 is considered a routine matter for broker voting.

Board of directors and corporate governance

• Board consists of eight members with an average tenure of 9.2 years and diverse backgrounds.

• Seven of eight directors are independent; CEO is not independent.

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

• Lead Independent Director role held by Jay M. Moyes.

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

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