Enanta Pharmaceuticals Inc

1. 1

   Election of Class I Directors

   ManagementBoard: FOR

   Elect two Class I directors (Bruce L.A. Carter, Ph.D. and Jay R. Luly, Ph.D.) to serve three-year terms until the 2029 Annual Meeting.

2. 2

   Amendment to 2019 Equity Incentive Plan

   ManagementBoard: FOR

   Approve an amendment to increase the number of shares reserved for issuance under the 2019 Equity Incentive Plan by 1,600,000 shares.

   More detail

   This proposal asks shareholders to approve a discrete increase of 1,600,000 shares to the reserve under Enanta’s 2019 Equity Incentive Plan. Management seeks approval because equity awards are a central part of the company’s compensation framework used broadly across employees to align incentives and retain talent, and the Compensation Committee projects current available shares would be insufficient to support customary annual grants. The company documents its historical burn rate (three‑year average net burn of 4.1%) and argues the requested increase represents roughly one year of retention awards (5.5% of outstanding shares as of Dec 31, 2025). Approval is also necessary to satisfy Nasdaq listing rules and to preserve favorable tax treatment for incentive stock options under Section 422 of the Code. The board recommends FOR the amendment, emphasizing competitive hiring/retention needs during a critical growth period and noting the plan’s governance controls (Compensation Committee administration, limits on repricing without shareholder approval). Key contextual risks are dilution to existing holders and the potential for larger-than-expected equity expense if many awards vest or are granted; the company attempts to mitigate this by describing historical burn management and use of performance-based awards. From a governance perspective shareholders will want to weigh the quantified increase versus the company’s disclosed burn metrics, the use of performance-based PSUs and rTSRUs, and how the additional reserve might be allocated between employees, executives, and directors. If approved, the company intends to file a Form S-8 to register the additional shares for issuance.

3. 3

   Advisory vote to approve executive compensation (Say-on-Pay

   ManagementBoard: FOR

   Non-binding, advisory vote to approve the compensation paid to the named executive officers as disclosed in the proxy statement.

   More detail

   This management-sponsored advisory proposal asks shareholders to endorse, on a non-binding basis, the company’s compensation decisions for its named executive officers as disclosed in the proxy statement. Management frames the vote as an annual opportunity for shareholders to communicate support or concerns: the board previously adopted an annual frequency following shareholder input. The Compensation Committee emphasizes a pay-for-performance program that relies heavily on long-term equity (time-based options, performance share units and relative TSR units), benchmarking to a peer group, and multi-year performance metrics tied to R&D and clinical milestones. Management notes high prior shareholder support (approximately 93% at the 2025 meeting) and states the Committee will consider the outcome of the advisory vote in future compensation decisions, but the vote is non-binding. Key issues for evaluators include the balance between fixed salary, variable cash incentives, and equity; the use of two‑year PSU and rTSRU performance periods tied to internal clinical/research milestones and relative TSR; and the potential for large equity dilution or retention-driven awards. The board recommends FOR given its view that compensation aligns management incentives with long‑term shareholder value, but shareholders may assess execution history, the rigor of performance measures, and whether disclosed outcomes justify continued endorsement. For sophisticated reviewers, the proposal is best judged in the context of the company’s recent performance against stated milestones, the realized payouts on prior PSUs/rTSRUs, and the transparency of goal-setting and disclosure.

4. 4

   Ratification of appointment of independent registered public accounting firm

   ManagementBoard: FOR

   Ratify the appointment of PricewaterhouseCoopers LLP as Enanta’s independent registered public accounting firm for the 2026 fiscal year.

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When is the Enanta Pharmaceuticals Inc 2026 annual meeting?

Enanta Pharmaceuticals Inc (ENTA) holds its 2026 annual shareholder meeting on Wednesday, March 11, 2026.

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

The record date for the Enanta Pharmaceuticals Inc 2026 meeting is Friday, January 16, 2026. Shareholders of record on or before that date are eligible to vote.

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

The board is presenting 2 director nominees at the Enanta Pharmaceuticals Inc 2026 meeting, listed with their independence status and background.

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

Shareholders will vote on 4 proposals at the Enanta Pharmaceuticals Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.