Definium Therapeutics Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect seven nominees (Carol A. Vallone, Andreas Krebs, Dr. Suzanne Bruhn, Dr. Roger Crystal, David Gryska, Roger Adsett and Robert Barrow) to the Board to hold office until the 2027 annual general meeting.

2. 2

   Appointment of Auditor

   ManagementBoard: FOR

   Appoint KPMG LLP as the Company’s independent registered public accounting firm (auditor) until the 2027 annual general meeting of shareholders.

3. 3

   Amendment to the 2025 Equity Incentive Plan

   ManagementBoard: FOR

   Approve the amendment to increase the number of common shares available for issuance under the 2025 Equity Incentive Plan by 5,000,000 common shares.

   More detail

   This management proposal requests shareholder approval to amend the 2025 Equity Incentive Plan by adding 5,000,000 common shares to the plan reserve (increasing the reserve from 4,500,000 to 9,500,000), which management and the Compensation Committee say is necessary to continue awarding equity to attract, retain and motivate employees while preserving cash. Management adopted the Amendment on April 6, 2026 and frames the increase as providing roughly one year of award capacity based on current hiring and grant practices; they quantify that after the increase the reserve would represent approximately 6.5% of fully diluted shares as of March 31, 2026. The proposal emphasizes plan design features that limit dilution and align with governance best practices (no repricing without shareholder approval, no discounted option pricing, no evergreen, limits on director compensation, performance-based awards, and other anti-dilution provisions). If shareholders do not approve the Amendment, the Compensation Committee may face constrained ability to grant equity and could need to rely more on cash compensation, which management asserts would be less effective for retention and would deplete cash resources. From a governance and investor perspective, the plan includes customary protections (10-year term, Compensation Committee administration, restrictions on share recycling and dividend equivalents, and double-trigger change-in-control provisions), but shareholders should weigh the incremental dilution against the company’s clinical-stage milestones, recent financing and cash runway into 2028. The Compensation Committee’s use of PSUs and performance-based equity for senior executives strengthens pay-for-performance alignment, but investors should note the sizeable existing outstanding option and RSU pools and monitor future burn rate and grant practices. Management intends to register the additional shares on Form S-8 if approved; failure to approve would limit that registration. Overall, the proposal is transactionally routine for growth-stage biotech companies, seeking flexibility to execute hiring and incentive strategies ahead of pivotal clinical readouts, and investors should consider both the dilution impact and the alignment benefits of continued equity-based compensation when voting.

Upcoming shareholder meetings at Definium Therapeutics Inc’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the Definium Therapeutics Inc 2026 annual meeting?

Definium Therapeutics Inc (DFTX) holds its 2026 annual shareholder meeting on Thursday, June 11, 2026.

What is the record date for the Definium Therapeutics Inc 2026 meeting?

The record date for the Definium Therapeutics Inc 2026 meeting is Wednesday, April 15, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Definium Therapeutics Inc's 2026 meeting?

The board is presenting 7 director nominees at the Definium Therapeutics Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Definium Therapeutics Inc 2026 meeting?

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