Seres Therapeutics (MCRB) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 9, 2026, and will be held virtually, allowing shareholders to participate online and vote electronically or by proxy.

• Shareholders of record as of April 13, 2026, are entitled to vote on five key proposals, including director elections, auditor ratification, executive compensation, an amendment to the incentive award plan, and potential adjournment.

• The board recommends voting in favor of all proposals and provides detailed instructions for voting and participation.

Voting matters and shareholder proposals

• Proposal 1: Election of three Class II directors (Stephen A. Berenson, Claire M. Fraser, Ph.D., Richard N. Kender) to serve until 2029.

• Proposal 2: Ratification of PricewaterhouseCoopers LLP as independent auditor for fiscal year 2026.

• Proposal 3: Advisory (non-binding) approval of named executive officer compensation.

• Proposal 4: Approval of an amendment and restatement of the 2025 Incentive Award Plan to increase shares available for issuance by 900,000.

• Proposal 5: Approval to adjourn the meeting if more votes are needed for Proposal 4.

• Shareholder proposals for the 2027 meeting must be submitted by December 28, 2026, for inclusion in proxy materials.

Board of directors and corporate governance

• The board consists of nine members divided into three staggered classes, with directors removable only for cause by a two-thirds vote.

• Most directors are independent per Nasdaq rules, except for the interim CEO and a former CEO.

• Four standing committees: Audit, Compensation and Talent, Nominating and Corporate Governance, and Science and Clinical Development, all with independent members.

• The board conducts annual self-evaluations and maintains policies on ethics, insider trading, anti-hedging, and clawbacks.

• ESG oversight and board leadership structure are periodically reviewed, with the current chair also serving as interim CEO.