Not independent
Tenure on this board
1.3 yrs
5 nominees · 5 ballot items.
Election of five directors; approval of the 2026 Omnibus Share and Incentive Plan authorizing 16,300,000 shares; advisory “say-on-pay” to approve named executive officers’ compensation; approval of Ernst & Young LLP as independent registered public accounting firm; and transaction of any other properly presented business.
Elect five director nominees named in the Proxy Statement (Lindsay Androski, Robert Alan Beardsley, Joseph Bishop, Matthew Gline and Roger Sawhney), each to serve until the 2027 Annual General Meeting or until a successor is elected or appointed.
Approve the Arbutus Biopharma Corporation 2026 Omnibus Share and Incentive Plan and authorize issuance of up to 16,300,000 common shares under the plan, replacing prior plans.
This proposal asks shareholders to approve the Company’s new 2026 Omnibus Share and Incentive Plan and to authorize the issuance of up to 16,300,000 common shares under that plan. Management and the Board state the new plan is intended to replace the Prior Plans (the 2011 and 2016 plans) that are expiring and to align Arbutus with U.S. public-company equity plan practices, providing flexibility to grant options, SARs, RSUs, restricted shares, performance awards and other equity-based awards. The Board frames the request as necessary to attract and retain scientific, technical and management talent in a competitive market and to align long-term incentives with shareholder interests. Key governance-oriented features highlighted by management include prohibitions on repricing without shareholder approval, no discounting of option exercise prices, limits on director annual equity value, prohibition on payment of dividends on options or unvested awards, performance-based awards with pre-established goals, lack of an evergreen provision, and a ten-year plan term. The plan would convert remaining availability under the Prior Plans (and preclude further grants under them), and management notes that without shareholder approval the Company would not be able to grant additional awards once the Prior Plans expire. The Board recommends a FOR vote, arguing the plan will provide the Compensation Committee with the tools to structure competitive incentive packages while incorporating features intended to limit dilution and align with market governance practices. Approving the plan also permits the Company to file an S-8 registration statement so awards can be issued to U.S. participants without additional securities-law hurdles.
Non-binding advisory vote to approve, on an annual basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement.
This non-binding advisory proposal asks shareholders to endorse the Company’s executive pay program as disclosed in the proxy, including the Summary Compensation Table and narrative disclosure. Management explains the vote is required by Dodd-Frank/SEC rules and will be held annually; although advisory and not binding, the Compensation Committee will take the vote’s outcome into account in future pay decisions. The Company describes its compensation framework as consisting of base salary, a performance-based annual cash bonus tied to corporate and individual objectives, and long-term equity incentives (options and RSUs) designed to align executives with long-term shareholder value creation. The proxy highlights recent compensation actions (new CEO and CFO hires, initial option grants, and incentive payouts tied to 2025 results such as litigation outcomes, budget/headcount goals and clinical program actions) and emphasizes the Committee’s use of external benchmarking and a compensation consultant. Management’s counter-argument to potential shareholder concern is that the program is structured to incentivize defense and development of the Company’s delivery technology and pipeline, and to retain personnel in a competitive market, while incorporating governance safeguards (e.g., clawback policy, limits on repricing, performance-based awards). For an analyst evaluating governance risk, notable context includes recent executive turnover and severance payments in 2025, significant use of equity as long-term incentives, and shareholder concentration (Roivant and related parties) that can affect governance dynamics; these factors bear on how seriously the Board may treat an adverse advisory vote.
Approve the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
To transact such other business as may properly come before the Annual Meeting, or at any adjournments or postponements thereof.
This catch-all proposal reserves for consideration at the meeting any other matters that may properly come before the Annual Meeting, including procedural motions such as adjournment to solicit additional proxies or other routine or non-routine items. The proxy materials state that the Board is not aware of any other matters expected to be presented, but if other business arises the named proxyholders (Lindsay Androski, or failing her, Tuan Nguyen) will have discretion to vote those proxies in accordance with the Board’s recommendation or, absent specific direction, as permitted by law. For analysts, this means that while no substantive proposals beyond the four numbered items are anticipated, shareholders should be aware that last-minute, properly presented proposals could arise; beneficial owners should provide voting instructions to their brokers to avoid broker non-votes on non-routine items. The Board’s delegation of discretion to proxyholders and the absence of an explicit recommendation for this item means shareholders retain responsibility to monitor meeting notices and exercise voting rights if they want to oppose or support any unanticipated matter.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | MORGAN STANLEY | 12.78% | 25,251,082 | $114M |
| 2 | Two Seas Capital LP | 9.39% | 18,557,543 | $84M |
| 3 | Whitefort Capital Management, LP | 7.56% | 14,930,885 | $67M |
| 4 | BlackRock, Inc. | 3.65% | 7,213,877 | $32M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 3.39% | 6,688,911 | $30M |
| 6 | Rubric Capital Management LP | 3.35% | 6,626,389 | $30M |
| 7 | STATE STREET CORP | 3.21% | 6,342,510 | $29M |
| 8 | BARCLAYS PLC | 2.14% | 4,223,012 | $19M |
| 9 | BlackRock, Inc. | 2.12% | 4,188,452 | $19M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 1.64% | 3,233,449 | $15M |
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