Heron Therapeutics (HRTX) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 11, 2026, with voting on seven key proposals, including director elections, auditor ratification, executive compensation, equity plan amendments, ESPP amendment, and ratification of a Tax Benefits Preservation Plan.

• Only shareholders of record as of April 14, 2026, are entitled to vote, with 188,638,866 shares outstanding.

• The Board recommends voting in favor of all proposals and has provided detailed instructions for remote participation and voting.

Voting matters and shareholder proposals

• Election of seven directors to serve until the 2027 annual meeting.

• Ratification of Withum Smith + Brown, PC as independent auditor for fiscal 2026.

• Advisory approval of executive compensation for fiscal 2025.

• Approval of amendments to the 2007 Equity Incentive Plan (adding 16,560,000 shares) and the ESPP (adding 10,000,000 shares).

• Advisory ratification of the Tax Benefits Preservation Plan to protect $2.1 billion in NOLs.

Board of directors and corporate governance

• Seven director nominees, with diverse backgrounds in finance, medicine, operations, and investment, are recommended for election.

• Board committees (Audit, Compensation, Governance) are fully independent, with clear charters and regular meetings.

• Board leadership is separated between the CEO and Chairman roles.

• The Board emphasizes diversity, independence, and annual self-assessment.