Xenon Pharmaceuticals (XENE) Proxy filing summary

Executive summary

• Annual meeting scheduled for June 2, 2026, with virtual-only participation and voting procedures detailed for both registered and beneficial shareholders.

• Shareholders will vote on director elections, executive compensation (say-on-pay), frequency of future say-on-pay votes, approval of a new 2026 Equity Incentive Plan, auditor appointment, and auditor remuneration.

• Notice-and-access provisions are used for proxy materials, with options for shareholders to request printed copies.

Voting matters and shareholder proposals

• Eight director nominees are proposed for election, each with significant industry experience and board independence, except for the CEO.

• Advisory votes on executive compensation and the frequency of future say-on-pay votes are included, with the board recommending annual votes.

• Shareholders are asked to approve the 2026 Equity Incentive Plan, replacing the 2014 plan, with features to align with best governance practices.

• Appointment of PwC as auditor and authorization for the Audit Committee to set remuneration are up for approval.

• Shareholder proposals and director nominations must comply with CBCA and by-law requirements, with clear deadlines for submission.

Board of directors and corporate governance

• Board consists of eight members, seven of whom are independent; committees include Audit, Compensation, and Nominating and Corporate Governance.

• Board diversity is tracked, with 38% female directors and 25% LGBTQ+ representation.

• Corporate governance guidelines and a Code of Conduct are in place, with regular assessments of board and committee effectiveness.

• Board and committee meetings are well-attended, and director compensation is reviewed annually for competitiveness.