Ultragenyx Pharmaceutical Inc

1. 1

   Election of Class I Directors

   ManagementBoard: FOR

   Elect three Class I director nominees: Emil D. Kakkis, M.D., Ph.D.; Shehnaaz Suliman, M.D.; and Daniel G. Welch, for three-year terms.

2. 2

   Approval of the Ultragenyx Pharmaceutical Inc. Third Amended and Restated 2023 Incentive Plan

   ManagementBoard: FOR

   Approve Third A&R 2023 Incentive Plan to add 3.0 million shares to the plan reserve and extend plan term through May 14, 2036.

   More detail

   The proposal asks shareholders to approve a third amendment and restatement of the company’s 2023 Incentive Plan to add 3.0 million shares to the plan reserve and extend its term to May 14, 2036. Management is seeking approval to ensure sufficient equity availability to continue granting awards used for recruitment, retention, and performance alignment—particularly important given Ultragenyx’s need to advance multiple gene therapy programs and support commercial operations. The board and Compensation Committee justify the request with analysis of historical burn rates (three-year average 5.62%), current outstanding awards, and anticipated hiring and awards over the near term; Aon, the independent compensation consultant, advised the Committee. Management emphasizes governance protections in the plan (no repricing without stockholder approval, no liberal share recycling, limits on director compensation, clawback policy, no automatic single-trigger acceleration, 10-year option term limit, and no evergreen feature). The company states that without approval it would not have adequate shares to grant competitive equity awards in 2026, potentially hampering hiring or requiring cash compensation increases. The proposal is standard for biotech companies seeking additional share authorization; key considerations for shareholders include the incremental dilution (estimated overhang ~21% if approved), the company’s approach of seeking smaller, more frequent increases, and the prevalence of governance protections. Investors should weigh the company’s plan usage patterns, stock price and underwater options (many options are currently out-of-the-money), and the board’s rationale linking equity to strategic priorities and retention. The Board recommends a vote FOR with rationale focused on talent retention, alignment of incentives, and governance features designed to limit dilution and protect shareholders.

3. 3

   Ratification of the Selection of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s selection of Ernst & Young LLP as the company’s independent registered public accounting firm for fiscal year 2026.

4. 4

   Advisory (Non-Binding) Vote to Approve the Compensation of our Named Executive Officers (Say-on-Pay

   ManagementBoard: FOR

   Non-binding, advisory vote to approve the compensation of named executive officers as disclosed in the Proxy Statement.

   More detail

   This advisory say-on-pay proposal asks shareholders to approve the disclosed compensation of Ultragenyx’s named executive officers. Management argues the program aligns pay with performance by making a high proportion of pay at-risk through PSUs, RSUs and options, using multi-year performance measures (revenue, relative TSR, strategic objectives), and recent changes to increase PSU performance rigor and time horizons following shareholder feedback. The Compensation Committee exercised discretion in 2025 to reduce corporate performance payouts in response to clinical setbacks despite strong revenue performance; they engaged with Aon and stockholders and report enhanced transparency and adjustments to PSU metrics (higher TSR percentiles and longer revenue performance period). The vote is advisory but the company will consider shareholder feedback and may modify programs in response to adverse votes. The Board recommends a vote FOR this proposal.

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When is the Ultragenyx Pharmaceutical Inc 2026 annual meeting?

Ultragenyx Pharmaceutical Inc (RARE) holds its 2026 annual shareholder meeting on Thursday, May 14, 2026.

What is the record date for the Ultragenyx Pharmaceutical Inc 2026 meeting?

The record date for the Ultragenyx Pharmaceutical Inc 2026 meeting is Monday, March 23, 2026. Shareholders of record on or before that date are eligible to vote.

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

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

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

Shareholders will vote on 4 proposals at the Ultragenyx Pharmaceutical Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.