UroGen Pharma (URGN) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 22, 2026, in a virtual format, with shareholders able to participate, ask questions, and vote online.

• Shareholders will vote on six key proposals, including director elections, amendments to the Articles of Association, compensation policy, equity plan, executive compensation, and auditor ratification.

• The record date for voting is April 29, 2026, with 48,721,701 ordinary shares outstanding, each entitled to one vote per share.

Voting matters and shareholder proposals

• Seven directors are nominated for election to serve until the next annual meeting.

• Proposal to amend and restate the Articles of Association to align shareholder proposal eligibility with Israeli Companies Law and clarify board authorities.

• Proposal to amend the compensation policy regarding director and officer insurance, clarifying coverage and market terms.

• Proposal to increase shares authorized under the 2017 Equity Incentive Plan by 1,000,000 shares.

• Advisory vote on executive compensation (say-on-pay) and ratification of PricewaterhouseCoopers LLP as auditor.

• Shareholder proposals for future meetings must comply with Israeli law and company procedures, with deadlines and detailed submission requirements.

Board of directors and corporate governance

• The board is led by an independent chair, with a majority of independent directors and a focus on diversity in skills, experience, and backgrounds.

• Four standing committees: Audit, Compensation, Nominating and Corporate Governance, and Compliance, all composed of independent directors.

• The board and committees met regularly in 2025, with high attendance and compliance with Nasdaq standards.

• Insider trading and hedging policies prohibit speculative transactions by insiders.