Seer (SEER) Proxy filing summary

Executive summary

• Board urges shareholders to vote for its seven director nominees amid a contested proxy fight with the Radoff-JEC Group, which seeks to replace three directors with its own candidates.

• Board letter refutes claims by Radoff and Torok regarding company performance, governance, and executive compensation, emphasizing long-term value creation.

• Highlights Seer's strong cash position, reduced cash burn by 36% since 2022, and ongoing investments in platform commercialization.

• Board asserts that the activist group’s agenda is short-term focused, aiming for a quick sale and cash extraction, which could undermine long-term shareholder value.

Voting matters and shareholder proposals

• Shareholders are asked to vote on the election of seven board nominees at the July 28, 2026 Annual Meeting, with the Board recommending a vote for its slate on the BLUE proxy card.

• The proxy contest centers on whether to support the Board’s nominees or those proposed by the Radoff-JEC Group.

Board of directors and corporate governance

• Board consists of qualified, independent directors, including Omid Farokhzad, Meeta Gulyani, Robert Langer, Terrance McGuire, Dipchand Nishar, Isaac Ro, and Nicolas Roelofs.

• Board refutes allegations of lack of independence and highlights ongoing engagement with shareholders, including six meetings with Radoff and Torok since late 2024.

• Board emphasizes that no board decisions have been impacted by independence concerns.