Seres Therapeutics Inc

This management-sponsored, non-binding advisory proposal asks stockholders to approve the overall compensation of Seres’ named executive officers as disclosed in the proxy materials. Management frames the vote as a check on whether executive pay, including base salaries, equity awards and bonus outcomes for 2025, aligns with stockholder interests and the Company’s performance. The Board recommends a vote FOR, noting that it believes the 2025 compensation program effectively incentivized achievement of goals and aligned executives with long-term value creation, while also explaining responsive actions taken following the 2025 advisory vote outcome (including increased equity mix and cash preservation measures). The proposal is advisory only and will not bind the Board or Compensation and Talent Committee, but the committee has said it will consider the vote’s outcome in future compensation decisions. Company context includes a 2025 outcome where roughly 64% of votes supported say-on-pay, subsequent stockholder engagement with holders representing ~23% of shares, and changes to compensation mix to emphasize options and limit cash in light of the Company’s financial position. The Company also highlights that it elected not to pay 2025 cash bonuses based on corporate objective assessments and shifted to equity retention and option awards to better align pay-for-performance. A sophisticated evaluation should weigh the advisory nature of the vote, recent management turnover and restructuring of pay practices, the Company’s cash preservation needs, and whether the disclosed changes materially improve long-term alignment with stockholder value. Potential governance considerations include the Company’s responsiveness to prior advisory results, transparency of performance metrics and the use of option-heavy pay when many legacy awards are underwater.

This management proposal requests shareholder approval to amend and restate the Company’s 2025 Incentive Award Plan to add 900,000 shares to the plan’s reserve, increasing total authorized shares for issuance to 3,130,243 (including incentive stock option capacity), to ensure Seres can continue making equity grants to employees, directors and consultants. Management argues the increase is necessary to support business objectives: attract and retain talent in a competitive market, preserve cash by using equity as compensation, and allow previously granted Conditional Awards to become exercisable. The proposal is contextualized by recent corporate actions: the Board granted Conditional Awards in February 2026 that explicitly require stockholder approval of at least 120,000 additional shares to become exercisable, and the Company’s historical burn rate and outstanding underwater options that reduce the effective incentive of legacy awards. The Board relied on independent compensation consultant Alpine Rewards and concluded the increased reserve would cover approximately one year of expected awards at recent grant rates, while recognizing the actual runway depends on share price and hiring. The Company highlights governance protections in the amended plan — no liberal share recycling, director compensation caps, prohibitions on discounted options, and no single-trigger change-in-control vesting — to mitigate dilution and governance concerns. From a stockholder perspective, the increase dilutes existing holders by approximately 9.34% of outstanding shares as of April 13, 2026; however, management frames the dilution as necessary to maintain competitive compensation and to preserve long-term value by aligning employees with stockholder outcomes. Key considerations for an analyst include: the immediate benefit to insiders via the Conditional Awards, the plan’s anti-repricing and anti-recycling features, the potential dilution versus the strategic need to continue grants in a cash-constrained environment, and the company’s historical burn rate versus projected needs. The Board recommends FOR; stockholders should weigh whether the size and pace of replenishment are calibrated to hiring plans and whether alternative retention mechanisms or smaller increases could meet objectives with less dilution.

This management proposal asks shareholders to grant the proxy holders authority to adjourn or postpone the Annual Meeting if there are insufficient votes at the meeting to approve Proposal 4 (the proposed increase to the equity plan). The practical effect, if approved, is to permit the Company to extend the solicitation period and seek additional votes rather than allowing the plan amendment to fail at the meeting; the Board argues this is in stockholders’ interests because it preserves the Company’s ability to obtain approval for a plan the Board believes is necessary for talent retention and long-term performance. The request is narrowly tailored to permit adjournment only for further solicitation related to Proposal 4 rather than general adjournments for other business. From a governance perspective, approving an adjournment can be beneficial to allow broader voting participation but also could be used to enable management-favored outcomes; stockholders should assess whether they support the underlying plan amendment (Proposal 4) before authorizing adjournment. The Board’s recommendation to vote FOR is premised on its view that additional solicitation time is needed only if Proposal 4 lacks sufficient support at the meeting, and that pursuing additional votes is preferable to immediately rejecting a proposal the Board regards as important. Analysts should weigh whether granting adjournment authority materially changes the balance of power between management and shareholders, consider potential dilution from the plan amendment, and evaluate the transparency and fairness of any supplemental solicitation efforts undertaken if the meeting is adjourned. The proposal is customary in contested or close-vote situations where approval thresholds may not be met on the initial meeting date.