Apogee Therapeutics (APGE) Proxy filing summary

Executive summary

• Special meeting scheduled for August 11, 2026, to vote on the proposed merger with AbbVie, where Apogee will become an indirect wholly owned subsidiary of AbbVie.

• The merger agreement was signed on June 18, 2026, following unanimous board approval and fairness opinions from financial advisors.

• Forward-looking statements highlight risks including regulatory approvals, litigation, integration challenges, and market uncertainties.

Voting matters and shareholder proposals

• Stockholders will vote on the adoption of the merger agreement; approval requires a majority of voting common stock as of the record date.

• As of July 10, 2026, there were 62,140,183 shares of voting common stock outstanding; 31,070,092 votes constitute a majority.

• Abstentions and broker non-votes will have the same effect as votes against the merger proposal.

Board of directors and corporate governance

• The board unanimously approved the merger and recommended stockholder adoption.

• No discussions occurred between AbbVie and Apogee directors or executives regarding post-merger employment or equity participation prior to the merger agreement.