Lantheus Holdings Inc

1. 1

   Merger Agreement Proposal

   ManagementBoard: FOR

   Adopt the August 3, 2026 Agreement and Plan of Merger among Lantheus Holdings, Inc., Curium US Holdings LLC and Coco Merger Sub Inc., under which Merger Sub will merge into Lantheus, Lantheus will survive as a wholly owned subsidiary of Parent, and stockholders will receive $102.50 in cash plus one CVR per share, subject to the merger agreement terms.

   More detail

   The proposal asks stockholders to adopt the merger agreement under which Curium US Holdings LLC would acquire Lantheus through a reverse subsidiary merger. Merger Sub would merge into Lantheus, with Lantheus surviving as a wholly owned subsidiary of Parent and its public stock ceasing to be traded. Each eligible share would be converted into $102.50 in cash without interest and one contractual contingent value right. The CVR could provide up to an additional $12.00 per share if specified prostate cancer, neurology, and DEFINITY sales milestones are achieved by the applicable deadlines. The transaction therefore combines substantial upfront liquidity with contingent participation in selected product franchise upside, while eliminating stockholders’ continuing equity interest after closing. The Board cited the negotiated price, Morgan Stanley’s fairness opinion, committed financing, Curium and CapVest’s industry capabilities, and the risks of remaining a standalone company as principal reasons for support. The Board also considered regulatory approval risks, CVR uncertainty, deal protections, financing leverage, restrictions during the interim period, and management conflicts. The merger requires approval by holders of a majority of outstanding shares and is also conditioned on regulatory and other closing requirements. The Board unanimously recommends voting FOR the proposal.

2. 2

   Advisory Compensation Proposal

   ManagementBoard: FOR

   Approve, on a non-binding advisory basis, the compensation that may be paid or become payable to Lantheus’s named executive officers in connection with the merger and related transactions, including consummation of the merger.

   More detail

   The proposal asks stockholders to approve, on a non-binding advisory basis, compensation payable or potentially payable to Lantheus’s named executive officers in connection with the merger. The resolution incorporates the Item 402(t) disclosure and related narrative describing the compensation arrangements. Disclosed benefits include transaction bonuses for Mary Anne Heino and Daniel M. Niedzwiecki, severance for qualifying terminations, accelerated or converted equity awards, COBRA-related benefits, deferred compensation enhancements, and other change-of-control protections. Some benefits are single-trigger and arise at closing, while others are double-trigger and depend on a qualifying termination after the merger. The proposal is separate from the merger approval and is not a condition to consummation. Because the vote is advisory, the compensation would remain payable under the applicable plans and agreements even if stockholders reject the proposal. The Board was aware of the executives’ potentially divergent interests and considered them during the transaction review and recommendation process. Management seeks approval as a favorable stockholder expression regarding the compensation framework accompanying the proposed change of control. The Board recommends voting FOR, although the filing does not state that approval would alter the binding contractual obligations.

3. 3

   Adjournment Proposal

   ManagementBoard: FOR

   Approve any necessary or appropriate adjournment of the special meeting to solicit additional proxies if there are insufficient votes to adopt the merger agreement proposal.

   More detail

   The proposal seeks authority to adjourn the special meeting if necessary or appropriate to solicit additional proxies. Its principal purpose is to provide more time to obtain votes needed to adopt the merger agreement proposal. The Company also may use an adjournment if insufficient shares are represented to establish a quorum, subject to the meeting procedures and applicable law. The Company states that it does not intend to call a vote on this proposal if the merger agreement proposal is approved at the special meeting. Approval requires a majority of shares present in person or represented by proxy and voting on the proposal. Abstentions count against the proposal, while broker non-votes, if any, have no effect. The adjournment proposal is separate from the merger agreement vote and is not a condition to closing. Management is seeking this procedural flexibility because the merger requires approval from a majority of all outstanding shares, making participation and proxy solicitation especially important. The Board recommends voting FOR the proposal to preserve the ability to continue solicitation if support is initially insufficient.

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When is the Lantheus Holdings Inc 2026 special meeting?

Lantheus Holdings Inc (LNTH) holds its 2026 special shareholder meeting on Wednesday, October 14, 2026.

What is the record date for the Lantheus Holdings Inc 2026 meeting?

The record date for the Lantheus Holdings Inc 2026 meeting is Tuesday, September 1, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Lantheus Holdings Inc's 2026 meeting?

The board is presenting 14 director nominees at the Lantheus Holdings Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Lantheus Holdings Inc 2026 meeting?

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