Achieve Life Sciences Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect nine directors (Jeffrey Farrow; Andrew D. Goldberg; Lucian Iancovici; Chris Martin; Nancy R. Phelan; Aaron Royston; Thomas Sellig; Richard Stewart; Reid Waldman) to serve until the next annual meeting.

2. 2

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the appointment of PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

3. 3

   Advisory Vote on Named Executive Officer Compensation (Say on Pay

   ManagementBoard: FOR

   Non-binding, advisory vote to approve the compensation paid to the company’s named executive officers as disclosed in the proxy statement.

   More detail

   This non-binding advisory proposal asks stockholders to approve the overall compensation paid to the company’s named executive officers as disclosed in the proxy. Management seeks endorsement to validate the Compensation Committee’s pay-for-performance framework, which blends base salary, annual performance-based cash bonuses tied to corporate milestones (e.g., NDA submission and CMC/commercial readiness) and long-term equity incentives including options and performance-based restricted stock units (PSUs) tied to regulatory and corporate transaction outcomes. The Compensation Committee engaged an external advisor (Aon) and set targets near market medians for cash and higher percentile targets for equity to incentivize long-term retention and alignment in a pre-revenue clinical-stage biopharma. Management emphasizes that the say-on-pay vote is advisory and that a negative vote would prompt consideration and possible adjustments by the Board and Compensation Committee. Key contextual factors include the company’s recent leadership transitions, significant equity financings (including a large April 2026 private placement), and material performance milestones (NDA acceptance/approval) embedded in incentive structures. The Board recommends FOR because it believes the program balances retention, recruitment and alignment with shareholder value creation while mitigating excessive short-term risk. From a governance perspective, investors should weigh the degree to which realized pay (including large equity grants and potential acceleration on termination/change-in-control) is sensitive to realized clinical and regulatory outcomes and dilution implications from recent financings. The proposal does not change compensation policy itself but ratifies disclosed decisions and the structure used to incentivize named executives. A sophisticated analyst should consider recent severance and change-in-control provisions, the link between PSUs and regulatory milestones, and the company’s capital plan when evaluating the merits of supporting management’s recommendation.

4. 4

   Approval to Amend Certificate of Incorporation to Increase Authorized Common Shares

   ManagementBoard: FOR

   Approve an amendment to the third amended and restated certificate of incorporation to increase authorized common stock from 150,000,000 shares to 300,000,000 shares.

   More detail

   This proposal asks shareholders to approve a charter amendment doubling the company’s authorized common stock from 150 million to 300 million shares to provide the Board with capacity to satisfy outstanding warrant and pre-funded warrant exercises from recent financings and to preserve flexibility for equity compensation, future capital raises and strategic transactions. Management contends the increase is necessary because after the April 2026 private placement and other reservations there were effectively no unreserved authorized shares available for issuance, and failure to approve would risk breaching obligations to deliver shares upon exercise of warrants and force a special meeting or delay financings. The Board states the amendment is not intended as an anti-takeover measure, but acknowledges that increasing authorized shares can have potential anti-takeover effects by enabling issuance that could dilute hostile bidders — a trade-off shareholders should note. The proposal requires a majority of votes cast and the Board recommends FOR given the operational and financing risks of having exhausted available authorized shares, including the potential inability to issue shares to satisfy exercised warrants which could expose the company to penalties. Analysts should evaluate the dilutive impact of the authorization increase relative to the company’s financing runway, outstanding warrants and equity reserve usage, and consider how management intends to deploy any newly issuable shares. Given the size and timing of recent financings and the specific link to warrant exercise mechanics (including beneficial ownership limitations and exercise timing tied to FDA approval milestones), approval reduces execution risk for the company’s capitalization strategy but may increase long-term dilution risk for existing shareholders.

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When is the Achieve Life Sciences Inc 2026 annual meeting?

Achieve Life Sciences Inc (ACHV) holds its 2026 annual shareholder meeting on Thursday, July 2, 2026.

What is the record date for the Achieve Life Sciences Inc 2026 meeting?

The record date for the Achieve Life Sciences Inc 2026 meeting is Friday, May 15, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Achieve Life Sciences Inc's 2026 meeting?

The board is presenting 9 director nominees at the Achieve Life Sciences Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Achieve Life Sciences Inc 2026 meeting?

Shareholders will vote on 4 proposals at the Achieve Life Sciences Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.