Entera Bio (ENTX) Proxy filing summary

Executive summary

• The annual meeting will be held July 14, 2026, with shareholders voting on director elections, compensation matters, equity plan amendments, capital structure changes, and auditor appointment.

• Shareholders of record as of May 19, 2026, are entitled to vote, with detailed proxy instructions provided for mail, internet, and in-person voting.

• The proxy statement and annual report are available online, with a focus on electronic delivery to reduce costs and environmental impact.

Voting matters and shareholder proposals

• Proposals include electing three Class III directors, approving amended compensation for non-executive directors, share-based compensation for specific directors and CEO, a one-time grant for a director, and amendments to the equity incentive plan and articles of association.

• Shareholders will vote on an advisory say-on-pay resolution and the appointment of PwC as independent auditors for 2026.

• Amendments to the 2018 Equity Incentive Plan will increase shares issuable by 2,500,000, and authorized share capital will be raised to 350,000,000 shares.

• Shareholder proposals for future meetings must meet specific timing and ownership thresholds.

Board of directors and corporate governance

• The board consists of six directors divided into three classes with staggered three-year terms; three Class III directors are up for election for terms expiring in 2029.

• Board committees include Audit, Compensation, and Nominating and Corporate Governance, all composed of independent directors.

• The board separates the roles of Chairperson and CEO, emphasizing independent oversight and regular executive sessions.

• Board diversity is considered, with two female directors and a commitment to broader diversity.