Pacira Biosciences Inc

1. 1

   Election of Directors

   Shareholder — DOMA Perpetual LO Equity Master Fund LP and the DOMA Parties (DOMA Perpetual Capital Management LLC, DOMA1 LLC, DOMA Perpetual Partners GP LLC, DOMA2 LLC, Reliability LLC, Pedro Escudero, Eric de Armas, Christopher Dennis, Oliver Benton “Ben” Curtis IIIBoard: FOR

   To elect three DOMA nominees — Eric de Armas, Christopher Dennis and Oliver Benton “Ben” Curtis III — as Class III directors for three-year terms ending in 2029.

2. 2

   Ratification of the Appointment of KPMG LLP as Independent Auditors

   ManagementBoard: FOR

   Ratify the Audit Committee/Board’s selection of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2026.

3. 3

   Advisory Vote to Approve Executive Compensation ("Say on Pay

   ManagementBoard: AGAINST

   Non-binding, advisory vote on whether to approve the compensation of the Company’s named executive officers as disclosed in the proxy materials.

   More detail

   This proposal requests a non-binding, advisory endorsement of the Company’s executive compensation program as disclosed in the proxy statement, including the CD&A, pay tables and narrative. Management seeks shareholder approval as a governance signal that its compensation framework and metrics are acceptable to investors; a favorable vote is used by boards to validate pay design and retention objectives. DOMA urges a vote AGAINST, arguing that the current compensation structure has rewarded executives despite sustained operational underperformance, shifted pay toward RSUs guaranteeing value irrespective of share price recovery, and incentivized revenue-focused metrics over free cash flow and shareholder returns. Given the non-binding nature of the vote, a negative result would not automatically change pay practices but would increase reputational pressure on the Board and could prompt governance responses (e.g., changes to metrics, greater disclosure, or board-level reviews). Pay controversy here is linked to broader strategic issues: DOMA ties compensation misalignment to poor capital allocation, elevated SG&A and R&D spend, and the failure to protect EXPAREL franchise value. Institutional investors and proxy advisors often weigh say-on-pay votes alongside compensation peer benchmarking, burn rates, and realized pay versus performance; a significant “against” vote could escalate to engagement, say-on-pay-related shareholder proposals, or board-level changes. The DOMA recommendation to vote against is intended as an accountability mechanism to push the Board to align incentives with durable cash flow and value-maximizing outcomes, not merely revenue growth. The company’s response and any subsequent adjustments will be material to assessing management credibility and the Board’s willingness to recalibrate executive incentives to address the firm’s structural risks.

4. 4

   Approval of the Amended and Restated 2011 Stock Incentive Plan

   ManagementBoard: AGAINST

   Approve amendment and restatement of the 2011 Stock Incentive Plan to increase authorized shares by 2,200,000 (to an aggregate of up to 24,454,537 shares) for grants to employees and directors.

   More detail

   The proposal seeks shareholder approval to add 2.2 million shares to the 2011 Stock Incentive Plan, ostensibly to ensure the company has sufficient equity to grant to employees and directors for retention and recruitment over the coming year. Management frames the request as a routine refresh of authorization to maintain competitive compensation programs; companies commonly request annual or periodic replenishments to avoid running out of share authority. DOMA opposes the increase, citing a three-year average annual burn rate of roughly 6.6% and an elevated equity overhang that together suggest further dilution to existing shareholders. The opposition emphasizes prior one-time grants to newly-hired executives and argues that additional authorization at a time of sustained operating underperformance represents poor capital stewardship. From a governance perspective, investors will weigh the marginal benefit of new grants (retention/recruitment value) against the dilution cost and the company’s track record of translating equity grants into long-term value. If approved, incremental dilution could further depress EPS and exacerbate perceived misalignment between pay and performance unless future grants are tightly calibrated to long-term performance metrics and retention utility. Alternative approaches include re-prioritizing cash-based retention, re-vesting schedules tied to absolute cash-flow or value milestones, or more targeted one-off awards rather than a broad pool increase. The request should be assessed relative to peer burn rates, historical grant sizes, and whether the Board has adopted robust clawback, double-trigger, and performance-vesting features to protect long-term shareholders.

5. 5

   Approval of the Amended and Restated 2014 Employee Stock Purchase Plan

   ManagementBoard: AGAINST

   Approve amendment and restatement of the 2014 Employee Stock Purchase Plan to increase authorized shares by 800,000 (to an aggregate of up to 1,800,000 shares) for employee purchases through payroll deductions.

   More detail

   This proposal would expand the ESPP by 800,000 shares to support employee share purchases via payroll deductions, a common corporate practice to promote employee ownership and retention. Management presents the increase as a routine measure to ensure the plan can accommodate employee demand and ongoing offerings; however, DOMA views the timing as problematic given high equity overhang and prolonged shareholder underperformance. ESPPs typically dilute shareholders less than other equity programs because purchases are funded by employees, but the reserve still increases potential future share issuance and can affect EPS and ownership percentages if purchases are followed by subsequent awards or sales. Investors will evaluate the plan increase by considering historical ESPP uptake, the discount and look-back provisions (if any), and whether the program materially benefits retention versus creating dilution. The governance question is whether the Board has appropriately balanced employee incentives with existing shareholders’ interests during a period of weak returns; DOMA recommends against approval absent stronger evidence of ESPP efficacy and limits on dilution. If implemented with conservative terms (limited discount, modest look-back, and caps), an ESPP can be shareholder-friendly; absent such safeguards and given the company’s current performance record, the incremental dilution risk is a valid investor concern.

6. 6

   Other Business

   Management

   To transact such other business as may properly come before the 2026 Annual Meeting or any adjournment(s) thereof.

   More detail

   Other Business' is a catch-all agenda item that allows the meeting to consider any additional matters properly presented at the Annual Meeting that were not specifically described in the proxy materials. Because items falling under 'Other Business' are undefined in advance, they can range from ministerial procedural matters to substantive proposals or shareholder motions that arise late or are proposed from the floor (subject to notice and procedural rules). DOMA’s proxy indicates that, if other matters arise that the DOMA Parties are not aware of a reasonable time before the solicitation, the proxies named on the WHITE universal proxy card will vote those matters in their discretion. From a governance and risk perspective, 'Other Business' can create uncertainty for investors since items presented under this heading may not have been subject to prior disclosure or shareholder analysis; however, proxy mechanics and SEC rules typically limit the scope of substantive last-minute matters. Investors should monitor meeting materials and any Form 8-K or press releases after the meeting to see if any unexpected matters were considered, and should evaluate the proxy holder’s discretion and potential conflicts when such items arise.

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When is the Pacira Biosciences Inc 2026 annual meeting?

Pacira Biosciences Inc (PCRX) holds its 2026 annual shareholder meeting on Tuesday, June 9, 2026.

What is the record date for the Pacira Biosciences Inc 2026 meeting?

The record date for the Pacira Biosciences Inc 2026 meeting is Wednesday, April 22, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Pacira Biosciences Inc's 2026 meeting?

The board is presenting 3 director nominees at the Pacira Biosciences Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Pacira Biosciences Inc 2026 meeting?

Shareholders will vote on 6 proposals at the Pacira Biosciences Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.