Aura Biosciences Inc

1. 1

   Approval of an Amendment to the Tenth Amended and Restated Certificate of Incorporation to Increase Authorized Shares of Common Stock from 150,000,000 to 500,000,000

   ManagementBoard: FOR

   Amend the Company’s certificate of incorporation to increase authorized common stock from 150,000,000 to 500,000,000 shares to provide flexibility for financings, strategic transactions, equity awards, stock splits/dividends and other corporate purposes.

   More detail

   This proposal asks shareholders to approve an amendment to the Company’s Tenth Amended and Restated Certificate of Incorporation to raise the number of authorized common shares from 150 million to 500 million. Management and the Board contend the increase is necessary to preserve strategic and financial flexibility — including the ability to raise capital, complete mergers or acquisitions, grant equity compensation, and undertake stock splits or dividends — without seeking shareholder approval in many cases. The filing discloses that as of June 1, 2026 roughly 90% of authorized shares were already used or reserved, leaving approximately 31.97 million shares available, which the Board considers inadequate for future equity and equity‑based financings and employee awards. The Board notes there are no specific, immediate plans to issue a large block of shares other than expected issuances under existing equity plans and potential at‑the‑market offerings under a sales agreement; nevertheless, they assert that having additional authorized shares will allow timely capital market access and operational flexibility. The proxy also discusses potential adverse effects, including dilution of existing holders and the possible use of additional shares to frustrate takeovers, but the Board states it does not propose the amendment for anti‑takeover purposes and is not aware of any attempt to acquire control of the company. Approval requires a simple majority of votes cast for versus against, and the Board recommends a vote FOR the amendment, framing it as prudent housekeeping to avoid being constrained in responding to market opportunities and hiring/retention needs tied to equity awards. From a governance perspective, stockholders should weigh the dilution risk against management’s need for flexibility and the company’s high (approx. 90%) share utilization rate, together with the absence of explicit guardrails (e.g., pre-approval requirements for certain issuances) in the charter amendment itself. If approved, the amendment becomes effective upon filing with the Delaware Secretary of State and would not change the par value or the preferred stock authorization.

2. 2

   Approval of Amendment No. 1 to the Aura Biosciences, Inc. 2021 Stock Option and Incentive Plan

   ManagementBoard: FOR

   Amend the Plan’s evergreen formula so that outstanding pre‑funded warrants are counted as issued and outstanding shares for the annual automatic increase in the plan’s share reserve, resulting in slightly higher future annual share increases.

   More detail

   This proposal seeks shareholder approval to amend the Plan’s evergreen provision so that outstanding pre‑funded warrants are included in the company’s ‘‘issued and outstanding’’ share count when computing the annual 5% evergreen increase to the plan reserve. Management explains the change is narrowly targeted — it modifies only the formula used to calculate the annual share increase and will be effective for increases beginning January 1, 2027 through the plan’s expiration in October 2031. The company issued pre‑funded warrants in its 2025 and 2026 offerings to raise cash without increasing outstanding shares, which had the unintended effect of reducing the annual evergreen increases available for equity compensation; including pre‑funded warrants remedies this mismatch and yields a modest incremental increase in shares (example provided: ~368,572 additional shares in the illustrative scenario, or ~0.3% of capitalization). The Board and Compensation Committee frame the amendment as necessary to preserve their ability to grant competitive equity awards to attract and retain talent and to maintain a reserve comparable to similarly situated companies that used pre‑funded warrants. Governance considerations include that the change slightly enlarges the pool available for awards without increasing the plan’s stated Initial Limit; however, the amendment ties the increase to an economic concept of ‘‘Outstanding Shares’’ and applies only through the plan’s stated term. The amendment does not alter other substantive plan features (types of awards, limits, administration, change‑of‑control provisions) and the Board recommends a vote FOR it. Stockholders should weigh the modest dilution versus the company’s need to maintain an effective equity‑based compensation program given competitive hiring markets and recent financings employing pre‑funded warrants.

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When is the Aura Biosciences Inc 2026 special meeting?

Aura Biosciences Inc (AURA) holds its 2026 special shareholder meeting on Wednesday, August 5, 2026.

What is the record date for the Aura Biosciences Inc 2026 meeting?

The record date for the Aura Biosciences Inc 2026 meeting is Friday, June 12, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Aura Biosciences Inc's 2026 meeting?

The board is presenting 6 director nominees at the Aura Biosciences Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Aura Biosciences Inc 2026 meeting?

Shareholders will vote on 2 proposals at the Aura Biosciences Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.