Precision Biosciences Inc

This is a management-sponsored, non-binding advisory vote asking stockholders to approve the company’s named executive officer compensation as disclosed in the proxy. Management seeks shareholder endorsement to validate its compensation philosophy—aligning pay with performance, attracting and retaining executive talent, and linking long-term incentives to company performance—while noting the vote will be considered by the compensation committee when making future compensation decisions. The proposal does not change compensation directly but provides feedback; the Board recommends a vote FOR because it believes the programs (salary, annual bonus tied to corporate goals, and equity awards under the 2019 Plan) align executives’ interests with stockholders. Company context includes recent grants, a compensation consultant (Aon) review, and pay practices described in the proxy. The outcome is advisory; if approved, the company will consider results in future design; if not, the compensation committee will review and may adjust practices. The Board’s rationale emphasizes market competitiveness, retention needs, and alignment with stockholder value creation.

Management requests approval to amend and restate the 2019 Incentive Award Plan to add 3.8 million shares to the share reserve. The company argues the increase is necessary to continue to grant equity awards used for recruitment, retention and performance incentives across employees, directors and consultants—particularly important given two clinical-stage programs and the need to deliver market-aligned awards. Management justifies the request using benchmarking by an independent compensation consultant (Aon) showing the company’s burn rate and overhang are within peer ranges and that with the requested shares the plan overhang would be approximately 17.2%, below median for comparable companies. Company notes that existing options are largely underwater, and only 521,438 shares remained under the plan as of March 25, 2026, insufficient for planned 2026 grants. The Board recommends a FOR vote, citing alignment with stockholder value creation, governance best practices in the plan (no discounted options, no repricing without stockholder approval, director limits, no single-trigger change-in-control vesting), and the need to remain competitive in the biotech talent market. If not approved, management may need alternative comp strategies and could face retention challenges; approval dilutes existing holders but is positioned as necessary to support long-term value creation.

The Board seeks stockholder approval to amend the charter to add officer exculpation aligned with Delaware law Section 102(b)(7). Management argues this limits personal liability for breaches of the duty of care (while excluding breaches of loyalty, bad faith, intentional misconduct, knowing law violations, and transactions with improper personal benefit), which can reduce insurance costs and deter meritless litigation that distracts management. The change is intended to aid recruitment and retention of senior executives by providing protections long afforded to directors. The proposal follows a similar 2025 vote that received strong support (~95% of votes cast) but failed to meet the required majority of all outstanding shares; the board believes resubmission is appropriate given prior support and industry practice. Opponents typically argue that officer exculpation reduces management accountability and could limit recourse for stockholders; board counters that statutory exceptions preserve accountability for bad acts and duty of loyalty breaches. The required vote is a majority of outstanding shares, meaning abstentions and broker non-votes count against it, making passage more challenging. The Board’s recommendation is FOR, approved by disinterested directors, with interested officers abstaining.

This management proposal requests authority to adjourn the meeting to obtain additional votes if proposals 1–5 lack sufficient votes at the meeting. The Board presents this as a procedural measure to allow continued solicitation and avoid the cost and disruption of conducting repeated meetings—permitting the Board to use additional time to seek votes rather than losing the opportunity to pass governance, compensation, or plan approval items. It is conditioned on a quorum and would permit adjournment without resolving the questioned proposals at the scheduled meeting if that is tactically advantageous. Management recommends a FOR vote to provide flexibility and to protect stockholder value by enabling the Company to obtain the approvals it deems necessary. A vote FOR gives the Board discretion to adjourn; a vote AGAINST could limit the Company's ability to secure approvals post-meeting.