Not independent
Tenure on this board
9.3 yrs
7 nominees · 4 ballot items · contested.
Election of seven directors; ratification of Deloitte & Touche LLP as independent registered public accounting firm for fiscal 2026; non-binding advisory vote to approve named executive officer compensation (say-on-pay); ratification of the Tax Benefit Preservation Plan through February 25, 2029 (unless earlier terminated); and transacting other business as may properly come before the meeting.
Elect seven directors (Omid Farokhzad, M.D.; Meeta Gulyani; Robert Langer, Sc.D.; Terrance McGuire; Dipchand (Deep) Nishar; Isaac Ro; Nicolas Roelofs, Ph.D.) to serve until the 2027 annual meeting.
Ratify Deloitte & Touche LLP as Seer’s independent registered public accounting firm for fiscal year ending December 31, 2026.
Non-binding advisory (say-on-pay) vote to approve the compensation of named executive officers as disclosed in the proxy statement.
Ratify the Tax Benefit Preservation Plan so it may remain in effect through February 25, 2029, to protect net operating loss carryforwards and other tax attributes from limitations under Section 382.
The board is asking shareholders to ratify a shareholder-rights-based Tax Benefit Preservation Plan (a “poison pill” style rights plan) designed to protect the company’s federal net operating loss carryforwards and other tax attributes from being limited under Section 382 of the Internal Revenue Code. The plan initially issued one right per outstanding share of Class A common stock, which, upon the occurrence of a triggering event (an Acquiring Person obtaining 4.9% or more beneficial ownership), would allow holders to purchase a fractional share of Series A Participating Preferred Stock or, following a triggering event, adjust to permit holders to receive shares of common stock or other value equal to twice the exercise price. The plan’s purpose is to deter acquisitions of 4.9% or more by imposing dilution on such an acquirer and to preserve the company’s tax attributes that could otherwise be limited by a change-in-ownership under Section 382. The board recommends ratification for a term through February 25, 2029 (unless earlier terminated) and believes protecting these tax assets is in stockholders’ interests; the rights are redeemable, exchangeable, and subject to detailed anti-dilution, exemption and amendment mechanics, and the plan was amended March 13, 2026 to clarify definitions used to determine beneficial ownership under Section 382.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | SOFTBANK GROUP CORP. | 9.3% | 5,135,383 | $9M |
| 2 | Siren, L.L.C. | 4.5% | 2,458,673 | $4M |
| 3 | ACADIAN ASSET MANAGEMENT LLC | 3.8% | 2,074,709 | $3M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 3.6% | 1,958,996 | $3M |
| 5 | BlackRock, Inc. | 1.9% | 1,035,482 | $2M |
| 6 | RENAISSANCE TECHNOLOGIES LLC | 1.8% | 976,688 | $2M |
| 7 | NANO CAP NEW MILLENNIUM GROWTH FUND L P | 1.5% | 825,000 | $1M |
| 8 | AJU IB Investment Co., Ltd. | 1.5% | 816,375 | $2M |
| 9 | TWO SIGMA INVESTMENTS, LP | 0.9% | 511,598 | $859K |
| 10 | BRIDGEWAY CAPITAL MANAGEMENT, LLC | 0.8% | 459,443 | $772K |
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