UroGen Pharma (URGN) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 22, 2026, with full participation rights for shareholders online.

• Shareholders will vote on six key proposals, including board elections, amendments to governance documents, compensation policies, equity plan changes, executive compensation, and auditor ratification.

• The record date for voting is set for April [ _ ], 2026, and shareholders can vote online, by phone, or by mail.

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, raising the threshold for director nominations.

• Proposal to amend the Non-Employee Director and Officer Compensation Policy regarding insurance provisions.

• Proposal to increase the 2017 Equity Incentive Plan share reserve by 1,000,000 shares.

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

Board of directors and corporate governance

• The board is led by an independent chair, with a majority of independent directors.

• Board diversity includes gender and racial representation; three directors are diverse by gender or race.

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

• All directors attended at least 75% of meetings in 2025.