Penumbra Inc

1. 1

   The Merger Proposal

   ManagementBoard: FOR

   Adopt the Agreement and Plan of Merger with Boston Scientific, approving the Merger and related transactions (issuance of cash and/or Boston Scientific stock to Penumbra shareholders subject to proration).

   More detail

   This management proposal seeks stockholder approval to adopt the Agreement and Plan of Merger providing for Merger Sub to merge with and into Penumbra, with Penumbra becoming a wholly owned subsidiary of Boston Scientific. The Merger consideration consists of an election between cash ($374.00 per share) or a fixed exchange ratio of Boston Scientific shares (3.8721 shares per Penumbra share), subject to proration mechanics and limits on aggregate cash vs. stock elections. Management is pursuing shareholder approval because the Merger Agreement requires the affirmative vote of a majority of outstanding Penumbra shares to close and because the transaction will cause material changes to corporate control, capitalization, and governance (including delisting/deregistration of Penumbra stock). The Penumbra Board, supported by Perella Weinberg Partners’ fairness analysis and legal counsel, concluded after evaluating strategic alternatives, risks, regulatory and financing conditions, and potential conflicts of interest that the Merger is fair and advisable and unanimously recommends a vote for adoption. The Board also considered the potential benefits of combining Penumbra’s thrombectomy technologies with Boston Scientific’s global scale, alongside risks such as regulatory approvals, execution risks, possible litigation, and limitations on future strategic alternatives imposed by the Merger Agreement. The Merger Agreement contains customary closing conditions (regulatory clearances, effectiveness of Form S-4, listing of Boston Scientific shares), no‑shop and fiduciary‑out provisions, and termination fee arrangements; these provisions restrict Penumbra’s ability to solicit alternatives while preserving a board fiduciary exception for a superior proposal. The Board’s recommendation reflects its view that the agreed consideration and terms, including negotiated protections and the advisor opinion, provide a superior and sufficiently certain outcome relative to likely standalone value or other foreseeable alternatives. Given that the vote is necessary to enable closing, management emphasizes that failure to vote or broker non‑votes will effectively count against approval of this merger proposal.

2. 2

   The Advisory Compensation Proposal

   ManagementBoard: FOR

   Non‑binding, advisory vote to approve the ‘golden parachute’ compensation that may be paid or become payable to Penumbra’s named executive officers in connection with the Merger, as disclosed pursuant to Item 402(t) of Regulation S‑K.

   More detail

   This management proposal requests an advisory (non‑binding) stockholder vote to approve the merger‑related compensation (‘golden parachute’) payable or potentially payable to Penumbra’s named executive officers, as quantified and described under Item 402(t) of Regulation S‑K. The vote is required by SEC rules to solicit investor feedback on change‑in‑control pay and related arrangements; however, it is advisory only and does not legally constrain Penumbra or Boston Scientific from paying amounts that are due under employment or compensation agreements. Management is seeking a positive advisory vote to demonstrate stockholder support for the disclosed payments and to reinforce governance legitimacy for the Board’s treatment of executives in connection with the transaction. The proxy contains detailed quantification tables and narrative disclosure (the “Golden Parachute Compensation” table and footnotes) describing estimated cash severance, accelerated equity vesting and other benefits that may be triggered by the Merger, along with assumptions used to calculate amounts. The Board recommends a “FOR” vote and notes that approval is not a condition to closing; if stockholders do not approve the advisory vote, merger-related payments may still be made to the extent payable under applicable agreements. The advisory nature of the proposal means institutional investors and proxy advisory firms will treat the result as a signal about management’s pay practices, so a negative outcome could increase reputational or governance pressure on the Board and compensation committee even though it does not prevent payments contractually owed. In assessing the proposal, investors should weigh the Board’s rationale, the disclosed magnitudes of potential payments, and how these align with company performance, retention needs during the transaction, and prevailing governance standards.

3. 3

   The Adjournment Proposal

   ManagementBoard: FOR

   Authorize the adjournment or postponement of the Special Meeting, if necessary or appropriate, to solicit additional proxies or to ensure timely delivery of any supplement or amendment to the proxy statement/prospectus.

   More detail

   This management proposal seeks stockholder authorization to adjourn or postpone the Special Meeting (if needed) to permit additional solicitation of proxies or to allow time for delivery of any required supplemental or amended proxy disclosure. The adjournment authority is procedural and intended to facilitate securing the shareholder vote required to approve the Merger Agreement (a majority of issued and outstanding shares entitled to vote), particularly if initial tallies indicate insufficient votes for adoption or if there is a need to provide additional information to shareholders prior to voting. The proposal is non‑substantive with respect to the Merger’s economic terms and does not itself change transaction terms; its purpose is to ensure that Penumbra has the operational flexibility to obtain the requisite approval and comply with disclosure obligations. The vote required is a majority of votes cast by holders present or represented by proxy; abstentions do not count as votes cast for this proposal. Management recommends voting “FOR” to preserve the Board’s ability to adjourn for additional solicitation or disclosure needs, noting that the adjournment is not a condition to closing but is intended to protect shareholder interests by enabling full and informed participation. Investors should recognize that use of this adjournment authority could prolong the timeline to closing and that any adjournment longer than statutory limits or involving a new record date would require additional notice under Delaware law. The Board’s request reflects customary corporate practice in M&A proxy solicitations where achieving a required majority or addressing disclosure issues may require extra solicitation time.

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When is the Penumbra Inc 2026 special meeting?

Penumbra Inc (PEN) holds its 2026 special shareholder meeting on Wednesday, May 6, 2026.

What is the record date for the Penumbra Inc 2026 meeting?

The record date for the Penumbra Inc 2026 meeting is Thursday, March 26, 2026. Shareholders of record on or before that date are eligible to vote.

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

The board is presenting 10 director nominees at the Penumbra Inc 2026 meeting, listed with their independence status and background.

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

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