Xenon Pharmaceuticals Inc

This proposal asks shareholders to formally receive the Corporation’s audited financial statements for the fiscal year ended December 31, 2025 and the accompanying auditor’s report. Management includes the audited financial statements in the proxy materials to allow shareholders to review the Company’s 2025 financial results, accounting policies, and auditor opinions prior to or at the annual meeting. While the act of “receiving” the financial statements is largely ministerial and non-binding, it provides an opportunity for shareholders to raise questions about financial results, accounting judgments, significant estimates, and disclosures. The Board and management view this item as an important transparency and governance step, enabling shareholders to confirm they have had access to the audited statements and related discussion in Management’s Discussion & Analysis. The Audit Committee has overseen the engagement with the independent auditor and reviewed the financial statements and disclosures; its report and the Audit Committee Report are included in the proxy statement. Because material accounting or control issues would be disclosed in these materials, a vote to receive the statements is an implicit affirmation that shareholders have had the opportunity to evaluate the Company’s financial reporting. Management recommends a vote in favor primarily to complete the formal meeting agenda and to facilitate shareholder review and discussion; a ‘for’ vote does not bind management but signals shareholder engagement with the Company’s financial reporting. Given the Company’s oversight processes (Audit Committee review, independent auditor reports), the risk profile of the vote is low; significant concerns would normally be addressed through other governance mechanisms or follow-up disclosures rather than by withholding on the receipt of the statements.

This advisory proposal asks shareholders to approve, on a non-binding basis, the compensation paid to the Company’s named executive officers as presented in the proxy statement. Management frames this as a check on the pay-for-performance design: the Compensation Committee sets base salaries, annual cash bonus targets tied to corporate milestones, and long-term equity awards (stock options, RSUs, and PSUs) to align executives’ incentives with shareholder value creation. The Company emphasizes significant performance-based pay (e.g., PSUs tied to regulatory milestones and bonuses tied to operational objectives like Phase 3 progress and capital plan execution) and independent consultant benchmarking; the Compensation Committee asserts oversight and periodic peer comparisons to set competitive but performance-aligned pay. The advisory nature means the vote will not change contracts automatically, but a negative outcome would prompt engagement with shareholders and possible adjustments by the Compensation Committee. In recommending a FOR vote, the Board highlights the Compensation Committee’s review process, independent consultant input, use of multi-year equity vesting and performance conditions, and retention considerations as justifications. Investors evaluating this proposal should consider the degree to which pay is outcome-contingent (material PSU and bonus components), disclosure of performance targets and outcomes (which the Company provides at a summary level), and potential misalignment risks from large option grants and retention-focused inducements. Given recent operational milestones disclosed (Phase 3 topline data, program progress, capital raises) and the Compensation Committee’s responsiveness to say-on-pay feedback historically, the Board expects continued shareholder support and will use results as feedback for future program design. Analysts should weigh the non-binding nature of the vote, the Company’s rationale for continued annual advisory voting, and any governance practices (clawback policy, limits on repricing and director compensation) that mitigate executive risk-taking while preserving talent retention.

This non-binding proposal asks shareholders to select their preferred interval for future advisory say-on-pay votes — one year, two years or three years — with the option receiving the most votes treated as shareholder preference. Management recommends the one-year option, arguing that compensation decisions are made annually and more frequent advisory input provides timelier feedback to the Compensation Committee and the Board. From a governance standpoint, choosing annual votes increases investor engagement and enables shareholders to respond promptly to any perceived disconnects between pay and performance; however, more frequent votes can also increase administrative burden and short-term focus. The Board’s recommendation reflects a desire for ongoing accountability given the Company’s transition towards commercialization and the annual cadence of bonus and equity decisions. Investors should weigh whether annual voting will meaningfully influence pay practices versus the potential for advisory fatigue; institutional shareholders often prefer triennial votes unless they have specific concerns. Because the outcome is advisory, management will consider the result as guidance but is not legally bound to change the timing of votes; historically, the Board has stated it will consider significant shareholder preference. The Company emphasizes its view that annual votes support transparent governance and allow quicker corrective action if shareholders express concerns about executive compensation policies. Analysts should review recent say-on-pay results and Board responsiveness to determine whether shareholder preference is likely to align with the Board’s recommendation or signal a governance issue requiring further engagement.

This proposal seeks shareholder authorization of a new equity plan (the 2026 Plan) to replace the Amended and Restated 2014 Plan and to provide a pool of shares (4,400,000 new shares plus certain carry-forwards from the prior plan up to specified limits) for time-based and performance-based equity awards to employees, non-employee directors, consultants and advisors. Management frames the ask as essential for recruiting and retaining talent — particularly as the company scales toward commercialization — while retaining a pay-for-performance design: the 2026 Plan permits options, RSUs, PSUs, SARs and other share-based awards, includes performance conditions for PSUs, and limits option repricing without shareholder approval. The Plan contains governance-friendly features highlighted by the Board: no evergreen provision, limits on discounted option grants, prohibition on automatic acceleration on change of control except where awards are not assumed, clawback adherence, and caps on non-employee director annual compensation; administration is assigned to an independent Compensation Committee. The Board also estimated overhang and burn-rate metrics and concluded that the requested share reserve is calibrated to support anticipated hiring and retention needs for roughly two years under expected grant practices; shareholders should evaluate dilution (overhang) and the three-year burn rate disclosed in the proxy when judging the reasonableness of the ask. Approval is conditioned on shareholder consent so the company will register the shares on Form S-8 if approved; if rejected, management would consider alternatives such as increasing cash compensation which it says could be detrimental to other priorities. In recommending FOR, the Board points to the Plan’s shareholder protections, peer benchmarking of equity practices, and the need for inducement awards for new hires under Nasdaq rules — particularly important as the Company expands headcount and moves toward commercial readiness. Investors should scrutinize the proposed reserve, the mix of award types, performance metric design, potential dilution over time, and whether the Compensation Committee’s governance and anti-dilution safeguards adequately balance retention needs with shareholder interests.

This proposal asks shareholders to authorize the Audit Committee to determine and fix the fees and remuneration paid to the Company’s independent auditor. The Board’s Audit Committee has primary responsibility for selecting, overseeing and compensating the independent auditor in accordance with applicable laws and its charter; the committee prior approved PwC in March 2025 and reviews audit and permissible non-audit fees under its pre-approval policy. The request is a standard housekeeping proposal that gives the Audit Committee the practical authority to negotiate and fix audit fees and related non-audit service engagements as necessary, subject to the Committee’s pre-approval policies and independence considerations. Management and the Audit Committee recommend a vote FOR to align shareholders with the Committee’s delegated oversight role and to provide the committee with the operational flexibility to engage audit services within approved policies. From a governance perspective, investors should note the Audit Committee’s independence, the documented pre-approval procedures, and the Audit Committee report included in the proxy that describes PwC’s fees and the committee’s procedures to monitor auditor independence. Analysts evaluating the proposal should focus on whether non-audit fees are immaterial relative to audit fees and whether the committee’s pre-approval process and disclosures demonstrate robust independence and oversight. Given the committee’s prior actions (dismissal of KPMG and appointment of PwC) and the absence of disagreements reported in the proxy, this proposal is routine and is expected to pass as standard governance practice.