Spero Therapeutics (SPRO) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for June 12, 2025, to be held virtually, with voting on key proposals and director elections.

• Stockholders will vote on electing three directors, ratifying the auditor, approving executive compensation, and amending the 2017 Stock Incentive Plan.

• The board recommends approval of all proposals and emphasizes the importance of stockholder participation.

• Proxy materials are provided online to reduce costs and environmental impact.

Voting matters and shareholder proposals

• Proposals include: election of three Class II directors for three-year terms, ratification of PricewaterhouseCoopers LLP as auditor, advisory approval of executive compensation, and an amendment to increase shares under the 2017 Stock Incentive Plan by 3,000,000 shares.

• Voting is open to stockholders of record as of April 21, 2025, with each share entitled to one vote.

• The board recommends voting FOR all proposals.

• Results will be announced at the meeting and filed on Form 8-K.

Board of directors and corporate governance

• The board is divided into three classes, with staggered three-year terms; nine members currently serve.

• Nominees for election: Esther Rajavelu (new), Frank E. Thomas, and Patrick Vink, M.D.

• Satyavrat Shukla will step down from the board effective May 2, 2025.

• Board committees include Audit, Compensation, Nominating and Corporate Governance, and Development, all with independent members.

• Corporate governance guidelines and a code of conduct are in place, with policies for diversity, ethics, and board evaluations.