Annexon Inc

This is an annual, non-binding advisory 'say-on-pay' proposal asking shareholders to approve the compensation arrangements for the named executive officers as disclosed in the proxy statement. Management seeks this advisory approval to confirm that the Company’s compensation policies, as designed and implemented by the Compensation Committee with support from its independent consultant (Alpine), align with stockholder interests and the Company’s strategic goals; the vote is non-binding but the Board intends to consider the result when setting future pay. The proxy describes a mix of fixed salary, performance-based annual cash bonuses tied to corporate and individual goals, and equity awards (options and RSUs) intended to align long-term incentives; 2025 actions included option grants and RSUs with multi-year vesting schedules and target bonus opportunities tied to performance metrics. The company discloses strong recent shareholder support for its say-on-pay (over 95% in the prior year) and highlights the Compensation Committee’s review processes and benchmarking against peers, indicating the Board views the program as market-competitive. Because the vote is advisory, it does not change contractual pay arrangements directly, but a negative outcome could trigger substantive review or redesign of compensation programs by the Board and Compensation Committee. Key governance context includes the Company’s use of an independent compensation consultant, vesting and double-trigger severance protections in change-in-control scenarios, and the company’s status as a smaller reporting company with related disclosure accommodations. The Board’s recommendation for a FOR vote is justified by its view that the program drives retention, aligns executives with long-term growth and appropriately balances performance-based and time-based equity. From an investor perspective, considerations include the effectiveness of pay-for-performance linkage, the quantum and dilutionary impact of equity grants, and the robust disclosures provided; the non-binding nature means engagement and responsiveness to investor feedback are primary enforcement mechanisms.

This management proposal requests shareholder approval to amend the Company’s Certificate of Incorporation to increase authorized common shares from 300,000,000 to 500,000,000 (total authorized 505,000,000 including preferred). Management frames the amendment as necessary to preserve corporate flexibility for future capital raises, equity incentive grants, strategic transactions and other corporate purposes without needing further shareholder approval. The filing provides detailed context: as of April 13, 2026 the Company had 162,507,278 shares outstanding, approximately 25,027,981 shares reserved for equity awards, 42,643,421 shares reserved for exercise of warrants, around 5,726,957 shares reserved under an existing sales agreement (with ~$33.3M remaining capacity), 30,000,000 shares reserved under a separate sales agreement (up to $150M), and only about 24,753,021 unissued, unreserved shares then available — demonstrating a tight remaining authorization. The Board also notes that additional authorized shares could be used for defensive purposes in the event of a hostile takeover, although it represents the proposal is prompted by business and financing needs rather than any known takeover threat. Approving the amendment would cause dilution risk to current shareholders because additional shares could be issued without further stockholder approval, which could dilute earnings per share and voting power; the proposal makes clear the new shares would have rights identical to existing common stock. The Board’s recommendation emphasizes the tradeoff between dilution and operational flexibility, arguing that insufficient authorized shares could constrain the Company’s ability to raise capital or provide equity incentives and thereby harm long-term value creation. For sophisticated investors evaluating the proposal, critical considerations are (i) the Company’s near-term financing plans and likelihood of using the expanded authorization for primary capital raises versus anti-takeover defense, (ii) the quantum of reserved instruments already on the cap table (warrants and reserved sales-agreement capacity), (iii) governance protections (whether issuance would require further approvals in certain contexts), and (iv) the potential dilutive impact relative to projected capital needs; the Board's rationale and the disclosed reserves supply useful data to model dilution scenarios.