Seer (SEER) Proxy filing summary

Executive summary

• Proxy solicitation by the Radoff-JEC Group, significant shareholders with 7.8% ownership, seeking to elect three independent nominees to the board at the 2026 Annual Meeting.

• The group criticizes the current board and management for poor performance, lack of revenue growth, excessive executive compensation, and entrenchment tactics.

• Three acquisition proposals by the group were rejected by the board, with the latest offering a 42% premium to the unaffected share price, all not subject to financing contingencies.

• The group urges shareholders to vote for their nominees and against certain management proposals, emphasizing the need for boardroom change and a strategic review.

Voting matters and shareholder proposals

• Election of seven directors: three Radoff-JEC nominees and four unopposed company nominees.

• Ratification of Deloitte as independent auditor for fiscal 2026.

• Non-binding advisory vote on executive compensation, with the group recommending a vote against.

• Ratification of the Tax Benefit Preservation Plan (NOL Pill), with the group recommending a vote against.

• Shareholders may vote for any combination of up to seven nominees using the universal proxy card.

Board of directors and corporate governance

• The board currently consists of seven directors, all up for election.

• Radoff-JEC nominees: Howard H. Berman, Ph.D., Joshua S. Horowitz, and Luis E. Rinaldini, each with significant industry, financial, and governance experience.

• The group criticizes the board for poor governance, including anti-shareholder provisions and entrenchment tactics such as the NOL Pill and attempted extension of super-voting shares.

• The group advocates for separation of the Chairman and CEO roles and increased board independence.