🧾 What This Document Is — Your Invitation to a Company Vote

This is a proxy statement (Form DEF 14A) for Xeris Biopharma. Think of it as an official invitation and handbook for the company's annual meeting. Its job is to give shareholders the information they need to vote on important company matters.

👉 In simple terms: The company is asking its owners (shareholders) to make several key decisions by voting. This document explains what those decisions are and gives you the details to vote "yes" or "no."

🏢 What The Company Does — Making Specialized Medicines

Xeris Biopharma is a biopharmaceutical company focused on developing and commercializing ready-to-use injectable medicines.

👉 In simple terms: They create and sell specialized drugs that come in easy-to-use forms, often for chronic or rare conditions. Their work involves both research and selling approved products.

📅 The Big Event: 2026 Annual Meeting

Here are the critical logistics for shareholders:

What: Xeris Biopharma's 2026 Annual Meeting of Stockholders
When: June 4, 2026, at 8:00 a.m. Central Time.
Where: 100% Virtual. You cannot attend in person; you must join online.
Who Can Vote: Shareholders who owned stock as of the Record Date: April 14, 2026.
Outstanding Shares: There were 172,625,762 shares of common stock entitled to vote.

👉 Why it matters: If you owned shares by mid-April 2026, your vote counts. The virtual format makes it accessible, but you must register in advance by June 3, 2026, at 5:00 p.m. ET to get your unique access link.

🗳️ The Four Items You're Voting On

Shareholders are asked to vote on four proposals.

Proposal 1 - Elect Directors: Vote to elect Dawn Halkuff and John Johnson to the board. They would serve a 3-year term until 2029. This is part of the normal rotation (the board is divided into three classes).
Proposal 2 - Ratify the Auditor: Vote to approve Ernst & Young LLP as the company's independent accounting firm for 2026. This is an annual standard procedure.
Proposal 3 - Executive Pay Advisory Vote (Say-on-Pay): Vote on a non-binding basis to approve the compensation of the top executives (the "named executive officers"). This is your chance to voice approval or disapproval of how leadership is paid.
Proposal 4 - Other Business: This is a placeholder for any other business that might come up at the meeting.

👉 Why it matters: Proposals 1 and 2 are straightforward. Proposal 3 (say-on-pay) is your voice on executive compensation, even though the result isn't legally binding. It sends a strong signal to the board.

👥 Meet the Nominees & Continuing Board Leaders

Nominees for Re-Election (Class II):
- Dawn Halkuff (Age 55): Industry veteran with CEO and commercial experience at companies like Ideal Protein and TherapeuticsMD.
- John H. Johnson (Age 68): Deep biopharma executive experience, having been CEO of companies like Strongbridge and Dendreon.
Board Chair & CEO:
- Marla Persky (Age 70): Serves as independent Chair of the Board.
- John Shannon (Age 64): Serves as Chief Executive Officer (CEO).

👉 Why it matters: The board provides oversight for management. These nominees bring significant industry experience in running pharmaceutical companies.

💰 Executive Compensation Snapshot (Say-on-Pay)

The document details the 2025 pay for top executives like CEO John Shannon. For 2025, his total compensation was $5,271,245, which included:

A base salary of $550,000
A cash bonus of $432,250
$4,125,000 in equity awards (stock options/RSUs that vest over time)
Other compensation.

The philosophy is to tie a large portion of pay to long-term company performance through stock awards.

👉 Why it matters: This vote allows shareholders to judge if the pay packages are fair and aligned with company performance. The large equity portion is meant to make executives think like owners.

📜 How the Voting Works & Your Vote's Impact

Understanding the voting rules is key:

Quorum Needed: Over 50% of outstanding shares must be present (in person or by proxy) to start business.
Proposal 1 (Director Election): Requires a plurality of votes. The nominees with the most "FOR" votes win. Withheld votes have no effect.
Proposal 2 (Auditor) & 3 (Pay Vote): Require a majority of votes cast "FOR" or "AGAINST." Abstentions have no effect.
Broker Non-Votes: If your broker doesn't get your voting instructions, they can vote Proposal 2 (the auditor) for you, but not on Proposals 1 or 3. This means your vote is crucial for the director and pay votes.

👉 Why it matters: Your vote on Proposals 1 and 3 is critical because brokers can't cast it for you. Voting "FOR" or "AGAINST" ensures your shares are counted.

🧠 The Analogy — The Company's Annual Report Card Night

Imagine this meeting is like a school's annual parent-teacher conference, but for company owners. The proxy statement is the report card and agenda sent home beforehand.

Proposal 1 (Elect Directors) is like approving the list of teachers (board members) for the next few years.
Proposal 2 (Ratify Auditor) is like confirming that the school's external auditor (who checks the books) is trustworthy.
Proposal 3 (Say-on-Pay) is like grading whether the principal's (CEO's) performance and pay package are fair.
The virtual meeting is the live conference where you can ask questions.

🧩 Final Takeaway

Your role as a shareholder is to review this "report card," use your voting power on the key decisions (especially the board and executive pay), and engage virtually to stay informed. The most immediate action is to register by June 3, 2026, to secure your voting link for the meeting on June 4.

XERS Sets 2026 Annual Meeting to Vote on Directors and Executive Pay