Wave Life Sciences (WVE) Proxy filing summary

Executive summary

• Proposal to redomicile the parent company from Singapore to Delaware via a Scheme of Arrangement, exchanging each Singapore share for a Delaware share on a one-for-one basis.

• The restructuring aims to streamline operations, reduce compliance costs, and align the legal framework with the company's U.S.-centric operations and investor base.

• The board unanimously recommends shareholders vote in favor of the redomiciliation, citing Delaware's favorable corporate laws and governance standards.

• The transaction is subject to shareholder and Singapore Court approval, with completion expected by the end of 2026.

• No material changes to day-to-day operations, workforce, or Nasdaq listing are anticipated as a result of the transaction.

Voting matters and shareholder proposals

• Shareholders are asked to approve the Scheme of Arrangement at a Special Meeting, requiring a majority in number and at least 75% in value of shares present and voting.

• Voting procedures differ for registered holders and DTC participants, with detailed instructions provided.

• Proxy solicitation is managed by Innisfree M&A for a fee, and shareholders may vote in person or by proxy.

• Shareholder proposals for future meetings must comply with both SEC and Singapore requirements, with deadlines specified.

Board of directors and corporate governance

• The current board and executive officers will continue in their roles post-transaction.

• Delaware law will govern board structure, director elections, and removal, with provisions for indemnification and liability limitations.

• The amended and restated certificate of incorporation and bylaws of Wave-Delaware will introduce advance notice requirements for director nominations and shareholder proposals.