Ultragenyx Pharmaceutical (RARE) Proxy filing summary

Executive summary

• Annual Meeting scheduled for May 14, 2026, to be held virtually; record date is March 23, 2026.

• Four main proposals: election of three Class I directors, approval of the Third Amended and Restated 2023 Incentive Plan, ratification of Ernst & Young LLP as auditor, and advisory vote on executive compensation.

• Board recommends voting FOR all proposals and nominees.

• Proxy materials are available online, with multiple voting methods offered for shareholder convenience.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of three Class I directors, (2) approval of the Third Amended and Restated 2023 Incentive Plan, (3) ratification of Ernst & Young LLP as independent auditor for 2026, and (4) advisory say-on-pay resolution.

• No other business or director nominees are expected at the meeting.

• Shareholder proposals and director nominations for the 2027 meeting must be submitted between January 14 and February 13, 2027.

Board of directors and corporate governance

• Board consists of eight members, seven of whom are independent; average age is 62.4 years, average tenure is 9.3 years.

• Board committees: Audit, Compensation, Nominating and Corporate Governance, and Research and Development.

• Board diversity includes gender and ethnic representation; skills matrix covers biopharma leadership, finance, compliance, and more.

• Annual board and committee self-evaluations, director overboarding policy, and minimum stock ownership requirements in place.

• Independent Chairman leads the board, with CEO and Chairman roles separated.