Aura Biosciences (AURA) Proxy filing summary

Executive summary

• Special Meeting scheduled for August 5, 2026, to vote on two key proposals: increasing authorized common stock and amending the 2021 Stock Option and Incentive Plan.

• Board recommends approval of both proposals to support future growth, capital flexibility, and competitive equity compensation.

• Proxy materials distributed to stockholders of record as of June 12, 2026, with multiple voting methods available.

Voting matters and shareholder proposals

• Proposal 1 seeks to increase authorized common stock from 150,000,000 to 500,000,000 to enable capital raising, strategic transactions, and equity incentives.

• Proposal 2 amends the 2021 Stock Option and Incentive Plan to include pre-funded warrants in the annual share reserve calculation, enhancing equity grant flexibility.

• Board unanimously recommends voting FOR both proposals.

• Stockholders may submit proposals for the 2027 proxy statement by December 21, 2026.

Board of directors and corporate governance

• Board and Compensation Committee oversee executive compensation, director compensation, and risk assessment.

• Non-employee directors compensated via cash retainers and equity awards, with policy adjustments made in June 2025.

• No interlocks or insider participation in the Compensation Committee.