Aligos Therapeutics Inc

This management proposal requests shareholder approval to amend the Company’s 2020 Employee Stock Purchase Plan by removing the plan’s automatic annual “evergreen” increases and by fixing the share reserve at 694,714 shares (an increase of 500,000 shares over the current reserve). Management frames the change as necessary to ensure sufficient share availability for employee purchases over the near-term (estimated to be at least five years at historic participation rates) and to preserve the ESPP as an important non-executive employee retention and recruiting tool in a competitive labor market. The amendment is narrowly tailored: it eliminates ongoing automatic replenishment while providing a meaningful one-time increase to the reserve to meet expected demand. From a governance perspective, removing the evergreen reduces automatic dilution that can occur without periodic shareholder approval, while the one-time increase balances that restraint with a clear, shareholder-approved allocation for employee equity. Accounting and plan-administration mechanics remain unchanged aside from the fixed share cap; the amendment does not otherwise materially alter eligibility, purchase mechanics, discount, or offering cadence. The Board’s recommendation to vote FOR is grounded in the Committee’s view that maintaining an ESPP is strategically important to workforce stability and that the requested additional shares are reasonable given current employee participation and hiring plans. Investors should weigh the modest incremental dilution against the potential benefits of improved employee retention and recruitment, and consider that the amendment replaces an evergreen mechanism with an explicit, limited share authorization subject to shareholder approval for any future increases. In proxy-vote terms, the proposal is not a complex governance change but does present a trade-off between shareholder dilution and human capital incentives; the Board’s rationale and the supporting numerical disclosure (current available shares, historic participation) make the company’s case transparent for informed voting.

This non-binding management proposal asks shareholders to approve, on an advisory basis, the overall 2025 compensation of the Company’s named executive officers as disclosed in the proxy. Management is seeking endorsement of its compensation design and outcomes—an endorsement the Board values as feedback though it will not be binding. The vote is intended to provide the Compensation Committee with a signal on pay practices, including base salaries, annual performance cash bonuses, equity grant practices and severance/change-in-control arrangements disclosed in the proxy. The Board recommends FOR, explaining that it will review voting results and consider stockholder feedback in future decisions, which aligns with typical governance practice for emerging growth companies. Important context includes Aligos’s use of both cash bonuses tied to performance and significant equity grants to align management incentives with long-term value creation; the proxy discloses substantial option grants in 2025 and performance-based cash bonuses. Investors evaluating the proposal should consider the link between disclosed pay and company performance, the company’s disclosure of pay practices (including external consultant support for benchmarking), and the advisory nature of the vote which limits enforceability but preserves influence over future practices. Potential governance concerns for some investors may include the size and timing of equity awards and the robustness of performance metrics; proponents will point to detailed compensation tables, Clawback policy and the Committee’s use of an independent advisor as mitigating factors. The Board’s stated commitment to consider the result means a strong negative vote would be expected to prompt engagement and potential changes in compensation policy.

This advisory proposal asks shareholders to recommend the frequency of future non-binding Say-on-Pay votes—one, two, or three years. Management supports an annual vote, arguing it ensures shareholders can provide timely feedback on the most recent executive compensation disclosures and fosters ongoing dialogue between the Board and investors. The matter is advisory and non-binding, but a strong shareholder preference would be considered by the Board in setting future frequency. Contextually, many companies now adopt annual advisory votes to maintain regular engagement and to respond rapidly to changing pay practices; others seek multi-year cycles to reduce administrative burden and emphasize long-termism. For an AI analyst, the relevant trade-offs include the frequency’s impact on governance responsiveness versus potential vote fatigue; more frequent votes give investors more frequent touchpoints on pay but may blunt the signal if votes are repetitive without substantive changes. Aligos’s recommendation of annual votes aligns with its stated goal of frequent input; investors should weigh historical Say-on-Pay results (if available), the company’s transparency, and the degree to which compensation changes are expected year-to-year when deciding their vote.