Spero Therapeutics (SPRO) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 23, 2026, with voting available online, by phone, or by mail.

• Stockholders will vote on five key proposals, including director elections, auditor ratification, executive compensation, an amendment to increase authorized shares, and a new stock incentive plan.

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

Voting matters and shareholder proposals

• Proposals include electing two directors, ratifying PricewaterhouseCoopers LLP as auditor, approving executive compensation, amending the certificate of incorporation to double authorized common shares, and adopting the 2026 Stock Incentive Plan.

• The Board recommends voting “FOR” all proposals.

• Voting can be done online, by phone, mail, or during the virtual meeting.

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

Board of directors and corporate governance

• The Board is divided into three classes, with eight members, and a majority are independent under Nasdaq rules.

• Milind Deshpande, Ph.D. and Kathleen Tregoning are nominated for re-election as Class III directors.

• The Board has Audit, Compensation, Nominating and Corporate Governance, and Development Committees, all with independent members.

• Corporate governance guidelines and a code of business conduct and ethics are in place.