Seer (SEER) Proxy filing summary

Executive summary

• Proxy contest centers on activist group Radoff-JEC's attempt to install nominees to force a sale of the company before reaching full potential.

• Board highlights cost discipline, reduced cash burn by 36% since 2022, and strategic partnerships, including with Thermo Fisher.

• Company is at a commercial inflection point, pioneering deep, unbiased proteomics with a robust product pipeline and expanding customer base.

• Board urges shareholders to vote for current directors to protect long-term value and a $23B market opportunity.

Voting matters and shareholder proposals

• Shareholders are asked to vote for the Board’s nominees (BLUE card) and withhold votes from Radoff-JEC’s slate.

• Radoff-JEC seeks to replace three directors with nominees lacking relevant industry experience, aiming to sell the company.

• Board unanimously rejected three acquisition proposals from Radoff-JEC, citing undervaluation and misaligned incentives.

Board of directors and corporate governance

• Board consists of seven members, five of whom are independent, all with healthcare experience and annual elections.

• Lead independent director structure in place; all shares have equal voting rights after expiration of dual-class structure.

• Board regularly refreshed, with two new directors added in the last two annual meetings.

• Board members collectively own 17% of total shares outstanding.