Seer (SEER) Proxy filing summary

Executive summary

• The annual meeting is scheduled for July 28, 2026, with voting on four key proposals, including director elections, auditor ratification, executive compensation, and the Tax Benefit Preservation Plan.

• The board recommends voting only for its seven director nominees and all other proposals, emphasizing the importance of using the BLUE proxy card due to a contested election with the Radoff-JEC Group.

• The Radoff-JEC Group, an activist investor group, has nominated three alternative directors and made multiple unsolicited acquisition proposals, all of which the board rejected as undervaluing the company.

• The company has implemented a Tax Benefit Preservation Plan to protect significant tax assets and has repurchased shares to return capital to shareholders.

Voting matters and shareholder proposals

• Proposal 1: Election of seven directors for a one-year term.

• Proposal 2: Ratification of Deloitte & Touche LLP as independent auditor for 2026.

• Proposal 3: Non-binding advisory vote on named executive officer compensation.

• Proposal 4: Ratification of the Tax Benefit Preservation Plan through February 25, 2029.

• The board opposes the Radoff-JEC Group’s nominees and urges shareholders not to use the white proxy card.

Board of directors and corporate governance

• The board consists of seven members, five of whom are independent under Nasdaq standards.

• Committees include audit, talent and compensation, corporate governance and nominating, and science and technology.

• The board has a Lead Independent Director and emphasizes diversity of skills and experience.

• Director compensation includes cash and equity, with annual reviews and limits on total compensation.

• Stockholder recommendations for director nominations are considered if ownership and tenure thresholds are met.