Wave Life Sciences (WVE) Proxy filing summary

Executive summary

• 2026 annual meeting set for Nov. 12, 2026, in Cambridge; postponed from the usual August timing following the Aug. 7 redomiciliation from Singapore to Delaware.

• Ballot covers nine director elections, KPMG ratification, an 11M-share increase to the 2021 equity plan, and an advisory executive-pay vote; the Board recommends FOR each.

Voting matters and shareholder proposals

• Nine directors stand for annual election through the 2027 meeting; nominees are elected by plurality.

• KPMG appointment for FY2026 requires a majority of votes cast; the Board recommends ratification.

• Proposed 2021 Plan reserve increase of 11M shares, from 30.95M to 41.95M; approval requires a majority of votes cast.

• Advisory say-on-pay requires a majority of votes cast and is non-binding; results will inform future compensation decisions, with the next annual vote at the 2027 meeting.

• Prior advisory pay vote received over 99% of votes cast; the Compensation Committee made no significant program changes in response.

Board of directors and corporate governance

• Board has nine directors; seven are identified as Nasdaq-independent. Christian Henry is independent Board Chair, separate from CEO Paul Bolno.

• Independent directors hold executive sessions; committees cover audit, compensation, nominations/governance, and R&D oversight.

• Board met four times in FY2025; committees met 15 times total, and no director attended fewer than 75% of applicable meetings.

• 2026 non-employee director policy modestly raises Board and Chair cash fees and reduces initial and annual equity awards; new policy runs through the 2027 meeting.