Anika Therapeutics Inc

1. 1

   Election of three Class III Directors

   ManagementBoard: FOR

   Elect three Class III directors (Gary P. Fischetti, John B. Henneman, III, and Stephen D. Griffin) to hold office until the 2029 Annual Meeting.

2. 2

   Ratification of appointment of Deloitte & Touche LLP as independent auditor for 2026

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of Deloitte & Touche LLP as Anika’s independent registered public accounting firm for the year ending December 31, 2026.

3. 3

   Advisory “say-on-pay” vote on executive compensation

   ManagementBoard: FOR

   Non-binding, advisory approval of the Company’s 2025 executive compensation (as disclosed in the proxy statement).

4. 4

   Amendment of 2017 Omnibus Incentive Plan, including an increase in the number of authorized shares under the 2017 Plan

   ManagementBoard: FOR

   Approve the Seventh Amended 2017 Omnibus Incentive Plan to increase authorized shares by 475,000 from 5,760,000 to 6,235,000 and otherwise continue plan terms.

   More detail

   Proposal 4 seeks stockholder approval to amend Anika’s 2017 Omnibus Incentive Plan to add 475,000 shares to the plan’s reserve, increasing the total authorized shares from 5,760,000 to 6,235,000. Management frames the request as necessary to preserve the company’s ability to attract, incent, and retain employees and directors by enabling future equity awards as part of competitive compensation packages, particularly given recent portfolio refocusing and the need to fund long-term incentive programs tied to strategic priorities. The board emphasizes that equity compensation aligns employee interests with stockholders and is preferable to increasing cash compensation; they note the use of both performance-based and time-vesting awards and that some awards were structured to be settled in cash due to plan share constraints. The amendment is presented as a modest increase (3.3% of fully diluted shares as of April 21, 2026), and the board discloses historical equity usage, fungible share counting rules, and safeguards such as limits on repricing and per-director annual award caps. If stockholders do not approve the increase, management warns that available shares could be exhausted in early 2027, potentially requiring cash settlement of phantom awards or higher cash compensation to retain talent. The board recommends a vote FOR, citing competitive recruiting and retention needs, alignment with long-term shareholder value creation, and administrative flexibility to continue making equity grants aligned with strategic objectives.

5. 5

   Amendment of 2021 Employee Stock Purchase Plan, including an increase in the number of authorized shares under the ESPP

   ManagementBoard: FOR

   Approve an amendment to increase shares reserved under the 2021 Employee Stock Purchase Plan by 200,000 from 200,000 to 400,000 to continue the ESPP.

   More detail

   Proposal 5 requests stockholder approval to amend Anika’s 2021 ESPP by adding 200,000 shares to the plan reserve, increasing the total authorized from 200,000 to 400,000 shares. Management states the increase is necessary because remaining shares are expected to be fully utilized on the upcoming purchase date, and the ESPP is viewed as an important broad-based employee ownership and retention tool. The board explains the ESPP’s structure (6-month offering periods, 85% of the lower of start or exercise price) and argues that the ESPP fosters employee alignment with long-term stockholder interests, is a cost-effective retention vehicle, and that without the share increase the ESPP would be suspended. The board recommends a vote FOR, citing the benefits of continued broad-based participation and alignment with stockholders’ interests.

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When is the Anika Therapeutics Inc 2026 annual meeting?

Anika Therapeutics Inc (ANIK) holds its 2026 annual shareholder meeting on Thursday, June 18, 2026.

What is the record date for the Anika Therapeutics Inc 2026 meeting?

The record date for the Anika Therapeutics Inc 2026 meeting is Tuesday, April 21, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Anika Therapeutics Inc's 2026 meeting?

The board is presenting 3 director nominees at the Anika Therapeutics Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Anika Therapeutics Inc 2026 meeting?

Shareholders will vote on 5 proposals at the Anika Therapeutics Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.