Abcellera Biologics Inc

1. 1

   Election of Class III Directors

   ManagementBoard: FOR

   Elect two Class III directors, John S. Montalbano, CFA, and Stephen R. Quake, D.Phil., to serve three-year terms expiring in 2029.

2. 2

   Ratification of the Appointment of Ernst & Young LLP as Independent Registered Public Accounting Firm for Fiscal Year Ending December 31, 2026

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

3. 3

   Non-Binding Advisory Vote on Named Executive Compensation (Say-on-Pay

   ManagementBoard: FOR

   Provide a non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement (Say-on-Pay).

   More detail

   This management proposal requests a non-binding advisory approval of the Company’s named executive officer (NEO) compensation as disclosed in the proxy statement, including the Compensation Discussion & Analysis and compensation tables. Management seeks shareholder endorsement to affirm its compensation philosophy and incentive structures, which emphasize long-term value creation through a majority of pay delivered as long-term equity incentives, and annual bonuses tied to corporate and individual performance metrics. The proposal is required under Dodd-Frank/Exchange Act rules and follows the company’s prior practice of annually submitting a Say-on-Pay vote; shareholders previously approved the company's pay program by approximately 88% in 2025. The Board argues that the program balances fixed and variable pay, aligns management with shareholders through equity ownership, and includes governance safeguards such as clawback and no hedging policies. Management also emphasizes that bonus targets were set as stretch goals and that 2025 corporate performance achieved target levels, justifying payouts. Because the vote is advisory, it will not bind the Board or Compensation Committee, but the Board states it will carefully consider the outcome when making future compensation decisions. Investors considering this vote should weigh the company’s recent strategic shift toward an internal drug pipeline and related compensation choices, the material increase in realized equity awards and option grants in 2024–2025, and the potential dilution and long-term alignment effects of large option grants on shareholder value. The Board’s recommendation to vote FOR reflects its judgment that the disclosed policies and outcomes appropriately incentivize management to execute the company’s transition to a clinical-stage, internally focused biotechnology company while incorporating customary governance protections.

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When is the Abcellera Biologics Inc 2026 annual meeting?

Abcellera Biologics Inc (ABCL) holds its 2026 annual shareholder meeting on Thursday, June 11, 2026.

What is the record date for the Abcellera Biologics Inc 2026 meeting?

The record date for the Abcellera Biologics Inc 2026 meeting is Wednesday, April 15, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Abcellera Biologics Inc's 2026 meeting?

The board is presenting 2 director nominees at the Abcellera Biologics Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Abcellera Biologics Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Abcellera Biologics Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.