Crinetics Pharmaceuticals Inc

1. 1

   Adoption of the Merger Agreement

   ManagementBoard: FOR

   Adopt the Agreement and Plan of Merger by which Merger Sub will merge with and into Crinetics and Crinetics will become a wholly owned subsidiary of Vertex, with each non-excluded share converted into $85.00 cash per share.

   More detail

   This proposal asks shareholders to approve the Agreement and Plan of Merger under which Merger Sub, a wholly owned subsidiary of Vertex, will merge into Crinetics and Crinetics will become a wholly owned subsidiary of Vertex, with each non-excluded share converted into $85.00 cash per share. Management is seeking shareholder approval because adoption by a majority of outstanding shares is a contractual condition to closing the transaction under Delaware law and the Merger Agreement. The Board, after consulting J.P. Morgan and Leerink Partners and outside counsel, concluded the amount and structure of the consideration and the terms negotiated represent compelling and certain value to public shareholders versus the risks and execution uncertainty of remaining independent. The proxy includes detailed disclosure concerning the Merger Agreement terms, the financing plan, conditions to closing (including HSR and other antitrust clearances), treatment of equity awards and appraisal rights, and the Board’s fairness determinations and advisors’ opinions. The Merger will result in delisting and deregistration of Crinetics stock and termination of public reporting, which management frames as a liquidity and de-risking outcome for shareholders. The Board’s unanimous recommendation and the attached fairness opinions are important governance signals but shareholders should weigh regulatory and timing risk (antitrust), potential litigation, tax consequences of a cash sale, and the loss of future participation in any upside if Crinetics’ pipeline outperforms. The Merger consideration represents a large premium to pre-announcement trading levels and management’s projections, which the Board judged to be the best value reasonably available after a targeted market outreach and negotiation process. If approved and other closing conditions are met, the Merger would consummate upon satisfaction of regulatory approvals and other closing conditions described in the proxy statement.

2. 2

   The Compensation Proposal

   ManagementBoard: FOR

   Non-binding, advisory vote to approve compensation that will or may be paid or become payable to Crinetics’ named executive officers that is based on or otherwise relates to the Merger and/or the other Transactions (Merger-related 'golden parachute' compensation).

   More detail

   This is an advisory, non-binding ‘say-on-golden-parachute’ proposal required by Section 14A of the Exchange Act asking shareholders to approve compensation arrangements that will or may be paid to named executive officers in connection with the Merger. The proposal covers a variety of payments and arrangements disclosed under the ‘Golden Parachute Compensation’ disclosure, including accelerated equity payments, severance packages contingent on qualifying terminations following the Merger, potential 280G gross-up arrangements, and an employee transaction bonus pool. Management is asking for shareholder approval to provide transparency and gauge shareholder support for these payments even though the advisory vote will not limit contractual obligations or serve as a condition to closing. The Board recommends a vote in favor, representing the governance practice of seeking shareholder input on merger-related executive pay. If approved, the vote would signal shareholder support for management and board choices about retention and transaction-related benefits intended to secure management continuity and reduce litigation or deal risk; if not approved, the vote is non-binding but could influence board and acquirer behavior and public perception. The proxy discloses detailed quantified estimates for named executive officers and alignment with Company contractual arrangements, including potential tax gross-ups and the treatment of equity awards. Investors should weigh the pay-for-performance tradeoffs: retention incentives can preserve enterprise value during the closing period but can also be large and perceived as misaligned if the premiums are substantial. Given that the Merger consideration is cash and Irrevocable on closing, shareholder rejection of this advisory measure would not block the Merger, but a negative vote could create reputational pressure on the board and acquirer when setting or paying transaction-related compensation.

3. 3

   Adjournment of the Special Meeting

   ManagementBoard: FOR

   Approve, if necessary, adjourning the Special Meeting to a later date to solicit additional votes if there are not sufficient votes to approve the Merger Proposal at the time of the Special Meeting.

   More detail

   This proposal asks shareholders to grant the Company the ability to adjourn or postpone the Special Meeting to a later date if additional time is needed to solicit votes to approve the Merger Agreement. Management requests this authority as a procedural tool to ensure that, if there is not an immediate majority of outstanding shares voting in favor of the Merger, the Company can use additional time to solicit and obtain the required shareholder approval rather than having the proposal fail on the initial vote. The practical effect is to enable the Company to reach out to holders who previously voted against or did not vote, seek additional proxies, and attempt to secure the majority vote required to close the transaction. The Board recommends a vote in favor because the Merger is conditioned on shareholder approval and adjournment flexibility reduces the risk that the Merger could be scuttled solely because of timing or incomplete solicitation. The proxy states the Company’s bylaws in addition allow the Board to adjourn or postpone meetings with or without stockholder authorization, so approval provides redundancy and governance transparency for the solicitation process. Investors should note this is a routine governance mechanism often used in merger transactions and carries no substantive change to economic terms of the Merger; it simply authorizes more time for vote solicitation. If adopted, the Company could adjourn without immediate vote if, for example, an insufficient quorum is present or ballots on the Merger fall short of the required majority; if not approved, the Board still retains its bylaw authority to adjourn, but the express stockholder authorization would be absent which could complicate perceptions.

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When is the Crinetics Pharmaceuticals Inc 2026 special meeting?

Crinetics Pharmaceuticals Inc (CRNX) holds its 2026 special shareholder meeting on Friday, August 28, 2026.

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

The record date for the Crinetics Pharmaceuticals Inc 2026 meeting is Monday, July 27, 2026. Shareholders of record on or before that date are eligible to vote.

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

The board is presenting 8 director nominees at the Crinetics Pharmaceuticals Inc 2026 meeting, listed with their independence status and background.

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

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