Independent
Tenure on this board
26.3 yrs
2 nominees · 5 ballot items.
Elect two Class III directors; advisory vote on named executive officer compensation; ratify independent auditor; approve amendment to increase authorized common shares; approve adjournment to solicit additional proxies; transact other business.
Elect two Class III directors (Martyn D. Greenacre and Kenneth I. Kaitin, Ph.D.) to serve three-year terms.
Approve, on an advisory (non-binding) basis, the compensation of the named executive officers as disclosed in the proxy statement.
This management proposal asks shareholders to approve, on a non-binding advisory basis, the company’s executive compensation as disclosed in the proxy. Management seeks shareholder endorsement to validate its pay-for-performance philosophy and compensation decisions, noting the compensation committee’s processes, prior strong advisory support in 2025 (~93.43% support), and consideration of shareholder feedback. Approval signals alignment between executive incentives (mix of salary, cash bonuses, and stock-based awards) and shareholder interests and provides the board and compensation committee with validation of current practices. Because the vote is advisory, it does not change fiduciary duties but will be considered in future compensation decisions. The company emphasizes long-term equity incentives and a mix of cash and stock to attract and retain executives, and notes its compensation committee’s governance and review processes. Risks include potential shareholder dissatisfaction if pay is perceived as excessive given company performance; however, the board recommends a vote FOR citing prior shareholder approval and the compensation committee’s oversight.
Ratify the appointment of PricewaterhouseCoopers LLP as Curis’s independent registered public accounting firm for fiscal year ending December 31, 2026.
Approve an amendment to the Restated Certificate of Incorporation to increase authorized common shares from 283,757,150 to 567,514,300 (total capital stock to 572,514,300).
Proposal 4 requests shareholder approval to amend the company’s Restated Certificate of Incorporation to increase authorized capital stock from 288,757,150 total shares (283,757,150 common; 5,000,000 preferred) to 572,514,300 total shares (567,514,300 common; 5,000,000 preferred). Management argues the increase is prudent to provide flexibility for financing needs, potential warrant exercises (including large numbers of warrants from recent PIPE and private placements), equity incentive and ESPP issuances, strategic partnerships, acquisitions, and at-the-market issuances under the 2024 ATM Agreement. The proposal includes the exact amendment text in Appendix A. If approved, the board could file the amendment and then issue additional shares without further stockholder approval, subject to applicable Nasdaq and law requirements. The likely effects include dilution of current holders and potential anti-takeover implications; management disclaims any intent to use the increase as an anti-takeover device and states no immediate plan to issue shares other than in connection with outstanding warrant exercises and equity plan issuances. Given the company’s recent financing activity and significant reserved shares for warrants and plans, approval would avoid operational constraints and enable timely capital raises or strategic transactions, although it may reduce shareholder voting power and earnings per share should large issuances occur.
Authorize the proxies to adjourn the meeting to solicit additional proxies if there are insufficient votes to approve Proposal 4.
Proposal 5 seeks shareholder authorization to empower proxies to adjourn the annual meeting to a later date for the purpose of soliciting additional votes if Proposal 4 does not receive sufficient votes. Management seeks this authority as a procedural contingency to allow time to obtain approval of the Authorized Shares Proposal without reconvening a separate meeting. Approval preserves the company’s ability to continue discussions with shareholders and solicit support; failure to approve could leave the company unable to increase authorized shares if votes are insufficient at the meeting and could require a separate special meeting. The board recommends a vote FOR the adjournment to avoid disruption of business and allow efficient proxy solicitation if needed.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Bleichroeder LP | 9.75% | 3,802,329 | $2M |
| 2 | Stonepine Capital Management, LLC | 9.56% | 3,726,406 | $2M |
| 3 | Nantahala Capital Management, LLC | 5.13% | 2,000,000 | $1M |
| 4 | SPHERA FUNDS MANAGEMENT LTD. | 5.12% | 1,994,937 | $1M |
| 5 | Cable Car Capital, LP | 3.42% | 1,333,334 | $730K |
| 6 | Dauntless Investment Group, LLC | 1.69% | 658,725 | $362K |
| 7 | VANGUARD CAPITAL MANAGEMENT LLC | 0.96% | 374,326 | $205K |
| 8 | RENAISSANCE TECHNOLOGIES LLC | 0.94% | 366,740 | $201K |
| 9 | M28 Capital Management LP | 0.73% | 284,889 | $156K |
| 10 | MORGAN STANLEY | 0.65% | 254,245 | $139K |
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