Wave Life Sciences Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect Paul B. Bolno, Mark H.N. Corrigan, Christian Henry, Peter Kolchinsky, Adrian Rawcliffe, Ken Takanashi, Aik Na Tan, Gregory L. Verdine, and Heidi L. Wagner to serve as directors until the 2027 annual meeting and until their successors are elected and qualified.

2. 2

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

3. 3

   Approval of an Amendment to the Amended and Restated 2021 Equity Incentive Plan

   ManagementBoard: FOR

   Approve an amendment increasing the shares authorized for issuance under the 2021 Equity Incentive Plan by 11,000,000, from 30,950,000 to 41,950,000 shares.

   More detail

   Proposal 3 asks stockholders to authorize 11,000,000 additional shares for issuance under Wave’s Amended and Restated 2021 Equity Incentive Plan. Approval would increase the plan’s aggregate authorization from 30,950,000 to 41,950,000 shares. Management says only 3,436,062 shares remained available as of October 1, 2026, representing less than half of projected needs for the next year. The Company expects the requested increase to provide equity capacity at least through the 2027 annual meeting. Wave frames the plan as important for attracting, retaining, motivating, and rewarding employees, consultants, and non-employee directors. It also emphasizes that broad-based equity compensation aligns employee interests with stockholders and supports long-term value creation. The proposal includes governance safeguards such as no evergreen provision, no discounted options, no liberal share recycling, no repricing without stockholder approval, clawback provisions, and restrictions on dividends before vesting. Management discloses that approval would increase equity overhang from 13.6% to 17.5%, while also noting that 68% of outstanding options were underwater as of October 1, 2026. Stockholder approval is required under Nasdaq listing rules and is also relevant to favorable federal tax treatment for incentive stock options. The Board recommends voting FOR because it believes the additional reserve is necessary to sustain the Company’s compensation program and competitive workforce strategy.

4. 4

   Non-Binding Advisory Resolution on Approval of Executive Compensation

   ManagementBoard: FOR

   Approve, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers as disclosed in the Compensation Discussion and Analysis, compensation tables, and related proxy materials.

   More detail

   Proposal 4 is the Company’s annual say-on-pay vote covering compensation paid to its named executive officers. The resolution asks stockholders to approve, on a non-binding advisory basis, the executive compensation disclosed in the proxy statement, including the Compensation Discussion and Analysis and compensation tables. The vote does not approve any single pay element and instead addresses the overall compensation program and philosophy. Management describes that philosophy as linking compensation to short- and long-term performance while attracting, motivating, and retaining executives. The principal compensation elements are base salary, annual performance-based cash incentives, and long-term equity awards consisting of stock options and restricted stock units. For 2025, the Company reported that corporate goals were achieved at 135%, with certain executives receiving payouts at 142% of target, and equity awards were designed to align executives with long-term stockholder value. The Company also points to a prior advisory vote receiving more than 99% support and says the Compensation Committee found no significant changes necessary at that time. Because the vote is advisory, it has no legal effect under Delaware law and is not enforceable against the Company or Board. Nevertheless, the Compensation Committee and Board state that they will review the results and consider them in future compensation decisions. The Board recommends voting FOR because it believes the disclosed compensation policies and practices effectively implement the Company’s pay-for-performance objectives.

5. 5

   Other Business

   Management

   Transact such other business as may properly come before the 2026 Annual Meeting and any adjournments or postponements.

   More detail

   Proposal 5 is a customary other-business item that permits consideration of matters properly brought before the annual meeting. The Company states that the Board knows of no other business to be presented at the meeting. The item is not a substantive management initiative with a defined requested action. If another matter is properly presented, the proxy holders may vote the shares represented by proxies according to their judgment. The proxy statement similarly states that proxies will be voted in accordance with the judgment of the persons named in the proxy. No shareholder proponent or specific issue is identified. The filing does not provide a separate board recommendation of FOR or AGAINST for this item. The provision is procedural and preserves flexibility for matters that may properly arise after the proxy materials are distributed. It does not itself authorize action outside the meeting’s legal scope or applicable proxy rules. Stockholders therefore delegate discretion to the named proxy holders only for unforeseen but properly presented business.

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When is the Wave Life Sciences Inc 2026 annual meeting?

Wave Life Sciences Inc (WVE) holds its 2026 annual shareholder meeting on Thursday, November 12, 2026.

What is the record date for the Wave Life Sciences Inc 2026 meeting?

The record date for the Wave Life Sciences Inc 2026 meeting is Thursday, October 8, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Wave Life Sciences Inc's 2026 meeting?

The board is presenting 9 director nominees at the Wave Life Sciences Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Wave Life Sciences Inc 2026 meeting?

Shareholders will vote on 5 proposals at the Wave Life Sciences Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.