Seer (SEER) Proxy filing summary

Executive summary

• A proxy contest is underway, with two activist stockholders, Radoff and Torok, seeking to replace three board members with their own nominees, which the current board opposes.

• The board argues the activists' proposals undervalue the company and are focused on short-term gains rather than long-term value creation.

• The board highlights recent scientific and commercial milestones, including expanded product adoption, cost discipline, and a strong cash position.

• Shareholders are urged to vote for the board’s slate of seven director nominees using the BLUE proxy card.

Voting matters and shareholder proposals

• The main voting matter is the election of seven directors nominated by the board for one-year terms.

• Activist stockholders propose three alternative director candidates, which the board unanimously opposes.

• The board recommends voting only for its nominees and not for the activist slate.

Board of directors and corporate governance

• The board consists of highly experienced professionals in life sciences, capital markets, and technology, including Omid Farokhzad, Meeta Gulyani, Robert Langer, Terrance McGuire, Dipchand Nishar, Isaac Ro, and Nicolas Roelofs.

• The board voluntarily eliminated its classified structure in 2023 and sunset its dual class share structure in 2025.

• Directors collectively own 18.1% of outstanding shares, aligning their interests with shareholders.