Adaptive Biotechnologies Corp

1. 1

   Election of Class I Directors (Robert Hershberg, PhD, MD and Katey Owen, PhD

   ManagementBoard: FOR

   Elect two Class I directors to the board for three-year terms expiring at the 2029 annual meeting: Robert Hershberg and Katey Owen.

2. 2

   Advisory Vote on Named Executive Officer Compensation (Say-on-Pay

   ManagementBoard: FOR

   Non-binding, advisory approval of the compensation of the named executive officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis and related tables.

   More detail

   This advisory (non-binding) proposal asks shareholders to approve the company’s 2025 named executive officer compensation as disclosed in the proxy statement, encompassing base salaries, annual cash incentives, and long-term equity awards including RSUs and performance stock units (PSUs). Management seeks this endorsement to confirm shareholder support for its pay philosophy: to attract and retain executive talent, align pay with performance, and emphasize long-term incentives tied to total shareholder return and MRD revenue growth. The company has been shifting its equity mix toward PSUs (at least 50% of equity for executives) and added an MRD revenue CAGR metric to PSUs beginning in 2026, reflecting a move to stronger pay-for-performance alignment. Management notes prior investor outreach and high prior say-on-pay support (98.8% previously) and describes specific design features—PSUs with capped payouts if absolute TSR is negative, performance metrics, and vesting structures—intended to limit upside in adverse outcomes while rewarding sustained outperformance. The board recommends a FOR vote, arguing that the compensation program balances retention, pay competitiveness, and long-term shareholder alignment, and that the compensation and human capital committee regularly reviews program design with independent consultants. Key contextual factors include the company’s improved 2025 financial performance (revenue growth and MRD profitability milestones), changes to pay philosophy targeting market median, and efforts to manage dilution via fixed-share grant approaches. An analyst evaluating governance implications should weigh the advisory nature of the vote, the demonstrated shareholder outreach and support, the shift to PSUs and metric design details (including caps and interpolation), and the compensation committee’s responsiveness to investor feedback when assessing whether the program appropriately aligns executive incentives with sustainable shareholder value creation.

3. 3

   Ratification of Independent Registered Public Accounting Firm (Ernst & Young LLP

   ManagementBoard: FOR

   Ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm for the year ending December 31, 2026.

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When is the Adaptive Biotechnologies Corp 2026 annual meeting?

Adaptive Biotechnologies Corp (ADPT) holds its 2026 annual shareholder meeting on Friday, June 5, 2026.

What is the record date for the Adaptive Biotechnologies Corp 2026 meeting?

The record date for the Adaptive Biotechnologies Corp 2026 meeting is Tuesday, April 7, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Adaptive Biotechnologies Corp's 2026 meeting?

The board is presenting 2 director nominees at the Adaptive Biotechnologies Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Adaptive Biotechnologies Corp 2026 meeting?

Shareholders will vote on 3 proposals at the Adaptive Biotechnologies Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.