Scholar Rock Holding Corp

This management proposal asks shareholders to ratify the audit committee’s selection of Deloitte & Touche LLP as the company’s independent registered public accounting firm for fiscal year 2026. Management frames this as a corporate governance practice—seeking shareholder affirmation of an auditor appointment that the audit committee previously approved following Ernst & Young’s decision not to stand for re-election. The proposal notes Deloitte was engaged on June 3, 2025 and that shareholder approval is not legally required but would signal support; if shareholders do not ratify, the audit committee would reconsider the appointment. The filing provides background on prior auditor transition, fees paid to Deloitte and Ernst & Young for recent years, and confirms no reportable disagreements or consultations that would raise independence concerns. Vote required is a majority of votes properly cast; the Board recommends a “FOR” vote, citing governance and oversight rationale.

This management proposal requests an advisory approval of the company's executive compensation program as disclosed in the proxy statement (a Say-on-Pay vote). Management positions the vote as non-binding but important for receiving shareholder feedback that the Board and compensation committee will consider when making future compensation decisions. The filing describes the components of executive pay—base salary, annual cash incentive, and long-term equity including performance-based restricted stock units tied to stock-price targets—and explains how these elements are intended to align executive incentives with stockholder interests and retention goals. The filing notes peer benchmarking, use of an independent compensation consultant, severance and change-in-control protections, and compensation recovery policies. The Board recommends a “FOR” vote. The vote requires a majority of votes properly cast and is considered a non-routine matter for broker voting purposes.