Artiva Biotherapeutics Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect two Class II directors (Brian Daniels, M.D. and Laura Stoppel, Ph.D.) to hold office until the 2029 Annual Meeting.

2. 2

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

3. 3

   Approval of 2024 Equity Incentive Plan, as Amended

   ManagementBoard: FOR

   Approve amendment to the 2024 Equity Incentive Plan to increase the aggregate share reserve by 5,097,095 shares (to 13,328,057) and to include shares issuable upon exercise of pre-funded warrants in the calculation of the annual evergreen increase.

   More detail

   This management proposal asks stockholders to approve an amendment to the company's 2024 Equity Incentive Plan to (i) increase the aggregate share reserve by 5,097,095 shares (to a total of 13,328,057) and (ii) modify the annual evergreen calculation to include shares issuable upon exercise of pre-funded warrants beginning with the 2027 automatic increase. Management is seeking approval because the current share reserve and automatic annual increases may be insufficient to support anticipated equity award grants needed to attract, retain and motivate employees, consultants and directors as the company scales. The amendment also adjusts the ISO limit consistent with the expanded reserve, which has tax and grant-planning implications for incentive stock option usage. Including pre-funded warrants in the evergreen base aligns the automatic share growth with the company’s economic capitalization on a fully-diluted basis, reflecting dilution from instruments that are economically equivalent to common shares. The Board and Compensation Committee recommend “FOR” because they view equity awards as central to compensation strategy, enabling competitive hiring and retention and aligning employees’ interests with stockholders. The proxy explains that without approval, the company could face limits on its ability to grant equity awards, increasing reliance on cash compensation or ad hoc approvals that could be more dilutive or costly. From a governance perspective, the amendment preserves administrative flexibility (including the Board’s ability to determine the annual increase or grant fewer shares) while adding a mechanistic adjustment tied to pre-funded warrants; this may be seen positively by long-term investors seeking predictable dilution metrics but could raise concerns among some investors about perpetuating evergreen dilution. Overall, the proposal is transactionally routine for growth-stage public biotech firms, but it materially affects potential future dilution and the company’s capacity to implement equity-based pay programs, so shareholders should weigh the trade-off between continued incentive capacity and incremental dilution.

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When is the Artiva Biotherapeutics Inc 2026 annual meeting?

Artiva Biotherapeutics Inc (ARTV) holds its 2026 annual shareholder meeting on Tuesday, September 8, 2026.

What is the record date for the Artiva Biotherapeutics Inc 2026 meeting?

The record date for the Artiva Biotherapeutics Inc 2026 meeting is Monday, July 20, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Artiva Biotherapeutics Inc's 2026 meeting?

The board is presenting 2 director nominees at the Artiva Biotherapeutics Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Artiva Biotherapeutics Inc 2026 meeting?

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