Entera Bio (ENTX) Proxy filing summary

Executive summary

• The annual meeting is scheduled for July 14, 2026, with shareholders voting on director elections, compensation matters, equity plan amendments, and auditor appointment.

• Shareholders of record as of May 19, 2026, are eligible 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 reducing environmental impact through electronic delivery.

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, amending the 2018 Equity Incentive Plan, increasing authorized share capital, advisory say-on-pay, and auditor appointment.

• Board recommends voting FOR all proposals; most require a simple majority, with some needing a special majority under Israeli law.

• Shareholders can submit proposals for future meetings if holding at least 1% of voting rights.

Board of directors and corporate governance

• Board consists of six directors divided into three classes with staggered three-year terms; three Class III directors are up for election.

• Committees include Audit, Compensation, and Nominating & Corporate Governance, all composed of independent directors.

• Board separates Chairperson and CEO roles, emphasizing independence and effective oversight.

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