Atea Pharmaceuticals Inc

1. 1

   Election of Class III Directors (Jerome Adams, MD, MPH; Howard Berman, PhD; Barbara Duncan

   ManagementBoard: FOR

   Elect Jerome Adams, MD, MPH; Howard Berman, PhD; and Barbara Duncan as Class III directors to serve until the 2029 annual meeting of stockholders.

2. 2

   Ratification of Appointment of KPMG LLP as 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

   Advisory (Non-Binding) Approval of Named Executive Officer Compensation (Say-on-Pay

   ManagementBoard: FOR

   Approve, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement.

   More detail

   This advisory management proposal asks stockholders to approve the overall compensation of the Company’s named executive officers as disclosed in the proxy materials (a standard Say‑on‑Pay vote mandated by Dodd‑Frank and SEC rules). Management and the Board are seeking this non‑binding endorsement to confirm that their pay philosophy—emphasizing pay‑for‑performance, significant at‑risk compensation, and long‑term alignment through performance stock units (PSUs) and stock options—remains supported by investors. The proxy describes that PSUs account for a substantial portion of CEO long‑term equity (greater than 50% of CEO equity value in 2025) and that annual cash incentives are tied to preset operational and clinical milestones, reflecting the company’s stage as a late‑stage clinical biopharma. The Compensation Committee, which is independent and supported by an external consultant (Aon), structured target salary, annual cash incentives, and multi‑year PSU performance metrics tied to clinical, regulatory and commercial milestones to align pay with execution of the HCV and HEV programs. The Board frames the vote as advisory and non‑binding but states it will consider the outcome when making future compensation decisions; this reduces direct legal effect but signals the Board’s willingness to respond to shareholder feedback. Company context—late‑stage HCV Phase 3 programs, emphasis on milestone achievement, use of PSUs with tiered payout, and recent cost discipline actions—provides the background for why the Board believes the program is appropriate. Opponents in general (not specific to this filing) might argue that advisory votes should constrain pay design or that specific aspects (e.g., change‑in‑control protections, severance or PSU metrics) merit closer scrutiny; management’s counter is that the program ties pay to operational milestones and long‑term value creation while employing governance safeguards (independent committee oversight, clawback policy, and engagement with investors). Given the Company’s development stage and compensation structure, a FOR recommendation reflects the Board’s view that the program balances retention, performance incentives and alignment with stockholder interests while remaining responsive to investor input.

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When is the Atea Pharmaceuticals Inc 2026 annual meeting?

Atea Pharmaceuticals Inc (AVIR) holds its 2026 annual shareholder meeting on Thursday, June 18, 2026.

What is the record date for the Atea Pharmaceuticals Inc 2026 meeting?

The record date for the Atea Pharmaceuticals Inc 2026 meeting is Friday, April 24, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Atea Pharmaceuticals Inc's 2026 meeting?

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

What proposals will shareholders vote on at the Atea Pharmaceuticals Inc 2026 meeting?

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