Independent
Tenure on this board
3.1 yrs
Also a director at
Lunai Bioworks Inc (LNAI)
2 nominees · 3 ballot items.
1) Elect two Class II directors (Douglas W. Calder and Corey Watton) to hold office until the 2029 annual meeting; (2) Ratify Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2026; (3) Approve an amendment to the Restated Certificate of Incorporation to phase out the classified board structure and phase in annual director elections beginning with directors elected at or after the 2027 annual meeting.
Elect two Class II directors (Douglas W. Calder and Corey Watton) to serve three-year terms expiring at the 2029 annual meeting of stockholders.
Ratify the appointment of Ernst & Young LLP as Zevra’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Approve an amendment to the Restated Certificate of Incorporation to phase out the classified Board structure so that all directors elected at or after the 2027 annual meeting will be elected annually, with the Board fully declassified after the 2029 annual meeting.
This proposal seeks stockholder approval to amend Zevra’s Restated Certificate of Incorporation to phase out the existing classified (staggered) board over a three-year transition period so that, beginning with directors elected at the 2027 annual meeting and fully effective after the 2029 annual meeting, all directors will be elected annually. Management advances this amendment as a governance modernization step, citing stockholder feedback and the Board’s determination that annual elections will enhance director accountability and alignment with stockholder interests while preserving orderly transition mechanics. The amendment preserves current terms and does not shorten incumbents’ service, but it specifies that directors elected in 2027 and 2028 will serve one-year terms to complete the phase-out, with the Board fully declassified thereafter. It also modifies removal provisions: directors in the class expiring at the third annual meeting after election would be removable only for cause, while other directors could be removed with or without cause, and removal requires the affirmative vote of 66 2/3% of the outstanding voting power. The Board frames the change as responsive to stockholder preferences and consistent with recent governance refreshment actions, including board appointments and a reduction in board size, while balancing continuity through the phased implementation. The proposal has material voting and strategic implications: it increases shareholders’ ability to effect board change more rapidly, which may improve accountability but also reduces structural takeover defenses and could shorten institutional memory and continuity. Practically, approval would require a supermajority (66 2/3%) of outstanding shares, making broad stockholder support necessary; broker non-votes will be treated as against the proposal. If approved, the Company would file the Certificate of Amendment with the Delaware Secretary of State and the change would become legally effective upon filing, but the Board retains the right to abandon the Amendment prior to filing. The Board’s recommendation in favor is grounded in governance considerations and stockholder engagement, but investors should weigh the tradeoffs between enhanced accountability and reduced continuity and consider company-specific factors such as recent board refreshment, leadership changes, and the Company’s strategic timeline for product launches and pipeline advancement.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Woodline Partners LP | 5.8% | 3,450,943 | $32M |
| 2 | Nantahala Capital Management, LLC | 4.3% | 2,521,936 | $24M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.2% | 2,469,328 | $23M |
| 4 | BlackRock, Inc. | 4.2% | 2,460,693 | $23M |
| 5 | FMR LLC | 4.0% | 2,353,348 | $22M |
| 6 | BlackRock, Inc. | 2.7% | 1,612,429 | $15M |
| 7 | STATE STREET CORP | 2.6% | 1,561,569 | $15M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 2.0% | 1,174,899 | $11M |
| 9 | Legal General Group Plc | 2.0% | 1,158,155 | $11M |
| 10 | Point72 Asset Management, L.P.Activist | 2.0% | 1,157,131 | $11M |
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