Apogee Therapeutics (APGE) Proxy filing summary

Executive summary

• Special Meeting scheduled for August 11, 2026, to vote on a merger with Andor LLC, a subsidiary of AbbVie, at $135.11 per share in cash.

• Board unanimously recommends approval of the merger, executive compensation related to the merger, and potential adjournment to solicit more votes if needed.

• Merger consideration represents a 53% premium to the closing share price before the announcement.

• If approved, Apogee will become an indirect wholly owned subsidiary of AbbVie and its stock will be delisted.

• Both Goldman Sachs and Jefferies provided fairness opinions supporting the financial terms of the merger.

Voting matters and shareholder proposals

• Stockholders will vote on: (1) adoption of the Merger Agreement, (2) advisory approval of executive compensation tied to the merger, and (3) adjournment of the meeting if more votes are needed.

• Approval of the merger requires a majority of outstanding voting shares as of July 10, 2026.

• Supporting stockholders holding all non-voting shares and 3.3% of voting shares have agreed to vote in favor.

Board of directors and corporate governance

• Board conducted a thorough review of strategic alternatives and determined the merger consideration is the best value for shareholders.

• Board considered competitive landscape, standalone risks, and the certainty of cash value.

• Board’s recommendation is based on advice from legal and financial advisors and a robust negotiation process.