Apogee Therapeutics Inc

1. 1

   Adoption of the Merger Agreement

   ManagementBoard: FOR

   Adopt the Agreement and Plan of Merger dated June 18, 2026, under which Andor Merger Co. will merge into Apogee, making Apogee an indirect wholly owned subsidiary of AbbVie and converting each non-excluded share into $135.11 cash per share.

   More detail

   The proposal asks stockholders to adopt the Agreement and Plan of Merger dated June 18, 2026, under which Merger Sub will merge with and into Apogee, with Apogee surviving as an indirect wholly owned subsidiary of AbbVie. Management and the Board seek shareholder approval because the Merger Agreement requires stockholder consent and completion of the Merger is conditioned on that approval and other customary closing conditions (e.g., regulatory clearances, no legal restraints, and absence of a continuing Material Adverse Effect). The Merger consideration is $135.11 per share in cash, which the Board considered an attractive, all-cash, immediate and certain liquidity outcome, representing a significant premium to recent trading prices and supported by fairness opinions from Goldman Sachs & Co. LLC and Jefferies LLC. The Board’s process included engagement of financial advisors, market outreach, diligence and negotiation, and a review of strategic alternatives; the Merger Agreement contains customary termination and ‘fiduciary out’ provisions, regulatory and timing provisions, and significant termination fees (including a $381.3 million reverse termination fee and reciprocal fee). The Board also considered potential risks such as loss of future upside, potential regulatory conditions, litigation, and operational disruptions. The Board unanimously recommends a vote FOR the Merger, concluding the certainty of cash consideration and the negotiated terms outweigh the risks and uncertainties of continued standalone development. The proposal’s approval requires a majority of outstanding voting common stock; holders of non-voting common stock already provided written consent. The Merger also triggers treatment of equity awards, appraisal rights, and possible tax consequences for stockholders.

2. 2

   Advisory approval of named executive officer merger-related compensation agreements

   ManagementBoard: FOR

   Non-binding, advisory vote to approve the compensation that will or may be paid to named executive officers in connection with the Merger (golden parachute/merger-related payments and benefits).

   More detail

   The board seeks a non-binding advisory vote under Section 14A of the Exchange Act to approve merger-related ‘golden parachute’ compensation for named executive officers — cash severance multiples, change-in-control benefits, equity award acceleration or cash-outs, tax gross-ups and related post-transaction benefits that will or may become payable in connection with the Merger. Management is asking shareholders to endorse these arrangements even though the payments may be contractual and not conditioned on such approval; the advisory vote is not binding and will not prevent the payments from being made if shareholders disapprove. The Board recommends a vote FOR because it believes the disclosed arrangements are appropriate to retain and incentivize senior management and effect an orderly transition and are consistent with the recommendation that shareholders approve the Merger. Jefferies and Goldman provided fairness analyses for the transaction consideration; the advisory vote is a Dodd-Frank/Exchange Act disclosure requirement designed to give shareholders a say on merger-related pay. The company provided Item 402(t) disclosure of the estimated amounts payable to executives (assuming a June 25, 2026 closing) including cash severance multiples, equity acceleration values, and estimated tax reimbursement amounts. Vote outcomes will not alter contractual entitlements or the Board’s or management’s discretion in most cases, but the Board sought a positive advisory vote as a governance matter and to demonstrate shareholder support for merger-related pay.

3. 3

   Adjournment of the Special Meeting

   ManagementBoard: FOR

   Approve adjournment of the Special Meeting, if necessary, to solicit additional votes if there are insufficient votes in favor of the Merger Proposal at the time of the Special Meeting.

   More detail

   This management proposal asks shareholders to authorize the Company’s board to adjourn the Special Meeting if necessary to solicit additional proxies, including to seek to convert previously submitted votes, if there are insufficient votes in favor of the Merger Proposal at the scheduled meeting time or if there is not a quorum. The adjournment authority is procedural and commonly requested in M&A proxy statements to enable the board to continue solicitations (and in certain cases, to solicit votes from stockholders who previously voted against the Merger or did not vote) without having to reconvene at a later specified date. The board recommends a vote FOR the Adjournment Proposal to preserve flexibility to complete the vote if the transaction is otherwise supported by the board and to increase the likelihood of obtaining the Required Company Voting Stockholder Approval. The vote to adjourn itself generally requires a simple majority of the shares present or represented by proxy at the meeting. Approval of the Adjournment Proposal has no effect if the Merger Proposal is approved by the affirmative vote of a majority of outstanding voting common stock; the company does not expect to call a vote on the Adjournment Proposal if the Merger Proposal is already approved.

Upcoming shareholder meetings at Apogee Therapeutics Inc’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the Apogee Therapeutics Inc 2026 special meeting?

Apogee Therapeutics Inc (APGE) holds its 2026 special shareholder meeting on Tuesday, August 11, 2026.

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

The record date for the Apogee Therapeutics Inc 2026 meeting is Friday, July 10, 2026. Shareholders of record on or before that date are eligible to vote.

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

The board is presenting 7 director nominees at the Apogee Therapeutics Inc 2026 meeting, listed with their independence status and background.

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

Shareholders will vote on 3 proposals at the Apogee Therapeutics Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.