Seer (SEER) Proxy filing summary

Executive summary

• Definitive proxy materials filed for the July 28, 2026 Annual Meeting, urging stockholders to vote for seven incumbent director nominees on the BLUE proxy card.

• Highlights a clear strategy to expand the proteomics market, drive adoption of the Proteograph® platform, and deliver long-term value.

• Emphasizes disciplined expense management, capital allocation, and recent share repurchases to enhance stockholder value.

• Criticizes activist stockholders Radoff and Torok for a disruptive proxy contest and undervalued acquisition proposals.

Voting matters and shareholder proposals

• Board recommends voting for all seven incumbent nominees: Omid Farokhzad, Meeta Gulyani, Robert Langer, Terrance McGuire, Dipchand Nishar, Isaac Ro, and Nicolas Roelofs.

• Activists Radoff and Torok seek to elect three hand-picked nominees, which the Board opposes due to lack of relevant expertise and independence.

• Board unanimously rejects Radoff and Torok’s acquisition proposals as significantly undervaluing the company.

Board of directors and corporate governance

• Board comprises highly experienced scientists, investors, and executives with deep expertise in proteomics, biotechnology, and capital allocation.

• Board and management collectively own 18.1% of outstanding shares, aligning interests with stockholders.

• Governance enhancements include elimination of classified board in 2023 and sunset of dual class share structure in 2025; all directors now stand for annual election.