Xeris Biopharma (XERS) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on June 4, 2026, with voting on three main proposals: election of two Class II directors, ratification of Ernst & Young LLP as auditor, and a non-binding advisory vote on executive compensation.

• Only stockholders of record as of April 14, 2026, are entitled to vote; 172,625,762 shares of common stock are outstanding and eligible.

• Proxy materials are distributed electronically to reduce costs and environmental impact, with paper copies available upon request.

Voting matters and shareholder proposals

• Proposal 1: Elect two Class II directors (Dawn Halkuff and John Johnson) for a three-year term ending at the 2029 Annual Meeting.

• Proposal 2: Ratify Ernst & Young LLP as independent auditor for fiscal year ending December 31, 2026.

• Proposal 3: Approve, on a non-binding advisory basis, the compensation of named executive officers.

• Shareholders may submit proposals for the 2027 meeting by December 24, 2026, and director nominations between February 4 and March 6, 2027.

Board of directors and corporate governance

• The board will reduce from eight to seven members after Dr. Sherman's retirement.

• Board committees include Audit, Compensation, and Nominating and Corporate Governance, all with independent members except the CEO.

• Stock ownership guidelines require non-employee directors to hold shares equal to three times their annual cash retainer within five years.

• Annual board and committee self-evaluations are conducted, and a code of business conduct and ethics is in place.