Not independent
Tenure on this board
3.9 yrs
7 nominees · 3 ballot items.
Shareholders will vote to elect seven directors; ratify Baker Tilly US, LLP as the company’s independent registered public accounting firm for fiscal year 2026; approve an amendment to the 2025 Stock Option and Incentive Plan to increase the shares available for issuance by 900,000; and transact any other business properly brought before the meeting.
Elect seven directors (Neil Cashman, Eugene Williams, Maggie Shafmaster, William Wyman, Josh Mandel-Brehm, Neil Warma, and Slanix Alex) to serve until the 2027 annual meeting and until their successors are elected and qualified.
Ratify the appointment of Baker Tilly US, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Approve an ordinary resolution to amend the ProMIS Neurosciences Inc. 2025 Stock Option and Incentive Plan to increase the number of Common Shares available for issuance thereunder by 900,000 Common Shares.
This management proposal requests shareholder approval of an ordinary resolution to amend the Company’s 2025 Stock Option and Incentive Plan by increasing the share reserve by 900,000 Common Shares (to a total that the filing describes as 1,086,510 available under the Amended Plan as of March 23, 2026 including the 2026 annual increase). Management frames the amendment as necessary because a February 2026 private placement materially diluted existing equity holdings across executives, employees and directors and left the plan’s remaining share pool insufficient to support ongoing grants and retention awards until the next automatic annual evergreen refresh on January 1, 2027. The board argues the additional pool will allow the Company to grant equity awards needed to retain and incent key talent, preserve cash (by avoiding materially increasing cash compensation), and support continued execution of clinical programs (including PRECISE-AD Phase 1b) and pipeline development. The proposal includes specific plan features — e.g., treatment of shares withheld for taxes not being added back to the pool and administrator discretion to reprice awards — that increase flexibility for compensation administration but also affect dilution dynamics and shareholder economics. The company quantifies the current dilutive context (roughly 8.97 million shares outstanding plus pre-funded warrants and only ~187,134 shares available for awards as of March 23, 2026) and estimates a maximum potential market value of the expanded pool under recent market prices; it also discloses customary plan governance (administrator authority, annual increases, and a plan term through 2035). Ratification requires a majority of votes cast, and the board unequivocally recommends voting FOR the amendment, citing competitive recruiting/retention needs and the dilutive effect of recent financings as primary drivers for the request.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | JANUS HENDERSON GROUP PLC | 14.42% | 1,292,757 | $16M |
| 2 | Deep Track Capital, LP | 9.32% | 835,655 | $11M |
| 3 | WELLINGTON MANAGEMENT GROUP LLP | 7.77% | 696,378 | $9M |
| 4 | Trails Edge Capital Partners, LP | 6.21% | 557,103 | $7M |
| 5 | Ally Bridge Group (NY) LLC | 4.62% | 414,219 | $5M |
| 6 | Woodline Partners LP | 4.41% | 395,295 | $5M |
| 7 | GREAT POINT PARTNERS LLC | 4.14% | 371,402 | $5M |
| 8 | Yu Fan | 3.68% | 329,760 | $4M |
| 9 | SPHERA FUNDS MANAGEMENT LTD. | 3.63% | 325,591 | $4M |
| 10 | Squadron Capital Management LLC | 3.62% | 324,977 | $4M |
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