UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934


Filed by the Registrant ☒			Filed by a Party other than the Registrant ☐


Check the appropriate box:
☐			Preliminary Proxy Statement
☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒			Definitive Proxy Statement
☐			Definitive Additional Materials
☐			Soliciting Material Pursuant to §240.14a-12

Opus Genetics, Inc.

(Name of Registrant as Specified in Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)


Payment of Filing Fee (Check all boxes that apply):
☒			No fee required.
☐			Fee paid previously with preliminary materials.
☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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March 23, 2026

Dear Fellow Stockholder:

You are cordially invited to attend the 2026 annual meeting of stockholders (including any adjournment, postponement, or continuation thereof, the “Annual Meeting”) of Opus Genetics, Inc. (the “Company”) scheduled to be held on April 20, 2026 at 4 p.m. Eastern Time in a virtual meeting format only via live webcast at www.virtualshareholdermeeting.com/IRD2026. Included with this letter are the Notice of Annual Meeting of Stockholders, a proxy statement detailing the business to be conducted at the Annual Meeting (the “Proxy Statement”), and a proxy card.

The matters to be voted on at the Annual Meeting are: (i) the election of nine director nominees to our board of directors (the “Board”); (ii) the ratification, on an advisory basis, of the appointment of Ernst & Young, LLP as the Company’s independent public accounting firm for the fiscal year ending December 31, 2026; (iii) the approval, on an advisory basis, of the compensation of the Company’s named executive officers; and (iv) the approval of an amendment to the Company’s Restated Certificate of Incorporation to increase the number of authorized shares of the Company’s common stock from 125 million shares to 250 million shares. We may also transact such other business that may properly come before the Annual Meeting. The enclosed Notice of Annual Meeting of Stockholders and the Proxy Statement describes each of these matters in further detail and provides additional information to be considered when you vote your shares. THE BOARD RECOMMENDS THAT YOU VOTE IN ACCORDANCE WITH ITS RECOMMENDATION ON EACH OF THE PROPOSALS USING THE ENCLOSED PROXY CARD.

Whether or not you plan to attend the Annual Meeting, we encourage you to vote as soon as possible so that your shares are represented. We urge you to vote as soon as possible by completing, signing and dating the enclosed proxy card and promptly mailing it in the postage pre-paid envelope provided or following the instructions on the enclosed proxy card to vote via the Internet or by telephone. Returning your proxy card will not prevent you from attending the Annual Meeting but will ensure that your vote is counted if you are unable to attend. Even if you submit a vote prior to the Annual Meeting, you will still have an opportunity to change your earlier vote and vote again during the Annual Meeting.

On behalf of everyone at Opus, we are grateful for your continued trust and support. Thank you for being an Opus stockholder.

Sincerely,

George Magrath, M.D., M.B.A., M.S.

Chief Executive Officer

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Notice of Annual Meeting of Stockholders

8 Davis Drive, Suite 220

Durham, NC 27713

DATE:

April 20, 2026

TIME:

4 p.m., ET

PLACE:

Virtual meeting format, via live webcast

YOUR VOTE AND THE REPRESENTATION OF YOUR SHARES AT THE ANNUAL MEETING IS IMPORTANT.

Whether or not you plan to attend the Annual Meeting, we encourage you to vote as soon as possible so that your shares are represented. We urge you to vote as soon as possible by completing, signing, and dating the enclosed proxy card and promptly mailing it in the postage pre-paid envelope provided or following the instructions on the enclosed proxy card to vote via the Internet or by telephone. Returning your proxy card will not prevent you from attending the Annual Meeting but will ensure that your vote is counted if you are unable to attend. Even if you submit a vote prior to the Annual Meeting, you will still have an opportunity to change your earlier vote and vote again during the Annual Meeting. More information on voting your proxy card and attending the Annual Meeting can be found in the accompanying Proxy Statement. Please refer to “Proxy Summary” on page 4 of the Proxy Statement and the instructions on the proxy card.

THE BOARD RECOMMENDS THAT YOU VOTE IN ACCORDANCE WITH ITS RECOMMENDATION ON EACH OF THE PROPOSALS USING THE ENCLOSED PROXY CARD.

You may attend the 2026 annual meeting of stockholders (including any adjournment, postponement, or continuation thereof, the “Annual Meeting”) of Opus Genetics, Inc. (the “Company”), vote your shares, and, after the meeting adjourns, submit a question by visiting www.virtualshareholdermeeting.com/IRD2026. Further instructions on how to vote are set forth in the accompanying Proxy Statement.

PURPOSE OF MEETING AND AGENDA

At the Annual Meeting, stockholders will vote to:


				Elect the nine director nominees named in the proxy statement to our board of directors (the “Board”);
				Ratify, on an advisory basis, the appointment of Ernst & Young, LLP as the Company’s independent public accounting firm for the fiscal year ending December 31, 2026;
				Approve, on an advisory basis, the compensation of the Company’s named executive officers; and
				Approve an amendment to the Company’s Restated Certificate of Incorporation to increase the number of authorized shares of the Company’s common stock from 125 million shares to 250 million shares.

Stockholders also will transact any other business that may properly come before the Annual Meeting.

WHO CAN VOTE

Stockholders of record at the close of business on March 5, 2026.

VOTING

Your vote is very important. Please submit your proxy or voting instructions as soon as possible, whether or not you plan to attend the Annual Meeting.

ADMISSION TO THE ANNUAL MEETING

Attend the virtual Annual Meeting at www.virtualshareholdermeeting.com/IRD2026.

Sincerely,

George Magrath, M.D., M.B.A., M.S.

Chief Executive Officer

March 23, 2026

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Opus Genetics, Inc.

Proxy Statement

For The 2026 Annual Meeting of Stockholders

To Be Held On Monday, April 20, 2026

Table of Contents


			Page
Proxy Summary			4
Proposal No. 1 Election of Directors			14
Corporate Governance			25
Certain Relationships and Related-Party Transactions			31
Non-Employee Director Compensation			33
Proposal No. 2 Ratification of Independent Registered Public Accounting Firm			35
Audit Committee Report			37
Executive Officers			38
Executive Compensation			40
Proposal No. 3 Advisory Vote to Approve the Compensation of The Company’s Named Executive Officers			52
Proposal No. 4 Approval of an Amendment to The Restated Certificate of Incorporation to Increase the Number of Authorized Shares of Our Common Stock From 125 Million Shares to 250 Million Shares.			54
Security Ownership of Certain Beneficial Owners and Management			57
Additional Information			60
Other Matters			62
Appendix A			A-1

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Proxy Summary

This proxy statement (this “Proxy Statement”) is being furnished in connection with the solicitation of proxies by the board of directors (the “Board”) of Opus Genetics, Inc., a Delaware corporation (“Opus,” the “Company,” “we,” “us” or “our”), for the 2026 annual meeting of stockholders scheduled to be held on April 20, 2026 (including any adjournment, postponement, or continuation thereof, the “Annual Meeting”) at 4 p.m. Eastern Time. The Annual Meeting will be held in a virtual meeting format only, via a live webcast. This Proxy Statement and the accompanying form of proxy card (the “Proxy Card”) were first mailed to stockholders on or about March 23, 2026.

Information About the Annual Meeting

You have received these proxy materials because the Board is soliciting your proxy to vote your shares during the Annual Meeting. This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider in deciding how to vote your shares, and you should read the entire Proxy Statement carefully before voting.


	Time and Date:			4 p.m. (Eastern Time) on April 20, 2026
	Place:			Virtual meeting format via live webcast at www.virtualshareholdermeeting.com/IRD2026
	Record Date:			March 5, 2026
	Proxy Voting:			Whether or not you plan to attend the Annual Meeting, we encourage you to vote as soon as possible so that your shares are represented. We urge you to vote as soon as possible by completing, signing, and dating the enclosed proxy card and promptly mailing it in the postage pre-paid envelope provided or following the instructions on the enclosed proxy card to vote via the Internet or by telephone. Returning your executed proxy card will not prevent you from attending the Annual Meeting but will ensure that your vote is counted if you are unable to attend. Even if you submit a vote prior to the Annual Meeting, you will still have an opportunity to change your earlier vote by voting during the Annual Meeting. More information on voting your proxy card and attending the Annual Meeting can be found in the accompanying Proxy Statement.

Matters to be Voted Upon

At the Annual Meeting, the holders of our common stock, par value $0.0001 per share (the “Common Stock”), will be asked to vote upon the following matters:


	Board Recommendation	Page
Proposal No. 1 – Election of the nine director nominees named in this proxy statement to our Board	FOR EACH OF OUR BOARD’S NOMINEES	14
Proposal No. 2 – Ratification, on an advisory basis, of the appointment of Ernst & Young, LLP as the Company’s independent public accounting firm for the fiscal year ending December 31, 2026	FOR	35
Proposal No. 3 – Approval, on an advisory basis, of the compensation of the Company’s named executive officers	FOR	52
Proposal No. 4 – Approval of an amendment to the Company’s Restated Certificate of Incorporation to increase the number of authorized shares of the Company’s common stock from 125 million shares to 250 million shares	FOR	54

Stockholders of record at the close of business on March 5, 2026 (the “Record Date”) are entitled to notice of, and to vote at, the Annual Meeting.


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Corporate Governance Highlights


	✔			Independent Chair and CEO roles
	✔			Board comprised of industry leaders with expertise in ophthalmic disorders, FDA regulatory approval processes from early-stage research through commercialization and launch, intellectual property strategy, and finance and capital management
	✔			Average director tenure of under four years
	✔			Independent directors meet in executive session at all Board meetings
	✔			High levels of director engagement, with all incumbent directors attending all Board meetings in 2025
	✔			Fully independent Audit, Compensation, and Nominating & Corporate Governance Committees
	✔			Comprehensive and strategic approach to enterprise risk management, led by the Audit Committee
	✔			Ongoing evaluation of executive compensation strategy, led by the Compensation Committee


	✔			Commitment to governance best practices and emerging trends, led by the Nominating & Corporate Governance Committee
	✔			Annual Board and Board committee self-evaluations
	✔			Proactive stockholder engagement
	✔			Declassified Board; stockholders elect all directors annually
	✔			Stockholders can act by written consent
	✔			No stockholder rights plan or poison pill
	✔			No stock hedging permitted by directors and officers
	✔			Stockholders holding 20% of outstanding shares of Common Stock can call a special meeting of stockholders
	✔			Annual say-on-pay vote
	✔			Stockholders may remove directors from the Board, with or without cause, by majority vote
	✔			Stockholders may amend the Company’s amended and restated bylaws (the “Bylaws”) by majority vote


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Board of Directors Highlights

The Board has nominated a slate comprised of nine talented directors with skill sets, experiences, and professional backgrounds representing diverse perspectives and characteristics that are particularly relevant to Opus’ business and strategic objectives, as reflected in their biographies in “Proposal No. 1 – Election of Directors—Director Nominees.”

Standing Committees

Name

Primary Occupation

Age

Director

Since

Audit

Compensation

Nominating &

Corporate

Governance

Sean Ainsworth

Chief Executive Officer and Chairman, Immusoft Corporation

2020

•

Dr. Jean Bennett

F.M. Kirby Emeritus Professor of Ophthalmology, Perelman School of Medicine of the University of Pennsylvania

2024

Susan K. Benton

Former President, Thea Pharma Inc.

2020

•

Cam Gallagher

Chief Executive Officer and President, Alessa Therapeutics, Inc.

2020

•

Dr. Adrienne Graves

Former President and Chief Executive Officer, Santen Pharmaceutical Co., Ltd.

2024

•

Dr. George Magrath

Chief Executive Officer, Opus Genetics, Inc.

2023

Dr. James S. Manuso

Chief Executive Officer and Chairman, Talfinium Investments, Inc.

2020

•

Richard Rodgers

Former Co-founder and Chief Financial Officer, TESARO, Inc.

2020*

•

Dr. Benjamin R. Yerxa

President, Opus Genetics, Inc.

2024

• Chair • Member

*	Mr. Rodgers was a director of Rexahn Pharmaceuticals, Inc. from 2014–2020, prior to its merger with a predecessor of the Company.

Commitment to Ongoing Stockholder Engagement

Opus is committed to having regular and meaningful engagement with our stockholders in order to obtain their insight and perspectives on our strategy, research and development, commercialization efforts, operations, executive compensation, corporate governance, and other issues that are important to them. Feedback from our investors informs our Board’s deliberations. This collaborative relationship is a key part of our philosophy, and we will continue to seek opportunities to maintain a dialogue with our investors.

Throughout the year, we regularly participate in conferences and other public events where we meet with stockholders and analysts to share our perspectives and to solicit their feedback on our performance, strategy, and other topics. Feedback and ideas received from these events and meetings are shared with our Board on an ongoing basis. We also engage with our stockholders on an ad hoc basis around quarterly earnings calls, annual meetings of stockholders, and other corporate events.


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Over the course of 2025 and in early 2026, members of our Board and management team met with approximately 17 of our 20 largest investors representing approximately 53% of the outstanding shares of Common Stock as of December 31, 2025.

The Board regards engagement with stockholders as one of its core responsibilities as fiduciaries, and the Board and the management team are committed to building and maintaining meaningful relationships with our investors. We encourage our stockholders to communicate with us to share their perspectives and feedback, which we use to inform and enhance the Board’s deliberations. We maintain several means for stockholders and others to communicate directly with us and to engage, ask questions, and provide input:

•	Stockholders can participate in our annual meetings;

•	Stockholders can participate in our regular investor engagement program; and

•

Stockholders may write to our Board, non-management members of our Board as a group, or a specific member of our Board (including the Chair of our Board) either via email at ir@opusgtx.com or by sending a written communication addressed to our Corporate Secretary by mail to Opus Genetics, Inc., 8 Davis Drive, Suite 220, Durham, NC 27713. All communications will be reviewed and provided to the members of the Board unless such communications are unsolicited items, sales materials or other routine items or items unrelated to the duties and responsibilities of the Board or are otherwise determined to be frivolous, irrelevant, threatening, illegal or similarly unsuitable.


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Questions and Answers About the

Proxy Materials and Our Annual Meeting

Why did you provide me this Proxy Statement?

We provided you this Proxy Statement because you were a holder of our Common Stock as of the Record Date and the Board is soliciting your proxy to vote your shares of Common Stock at the Annual Meeting.

What is a proxy?

A proxy is your legal designation of another person to vote the shares of Common Stock you own. The person is called a proxy. If you designate someone as your proxy in a written document, that document is also called a proxy or a proxy card. Our Board has designated Dr. George Magrath and Robert Gagnon, or either of them, as the Company’s proxies for the Annual Meeting.

Who can vote at the Annual Meeting?

Only holders of record of our Common Stock as of the Record Date will be entitled to vote at the Annual Meeting. At the close of business on the Record Date, 71,149,045 shares of Common Stock were outstanding and entitled to vote.

Stockholders are entitled to one vote for each share of Common Stock held by them as of the close of business on the Record Date. You may vote all shares of Common Stock owned by you at such date, including shares held directly in your name as the stockholder of record and shares held for you as the beneficial owner in street name through a broker (provided that you follow the applicable procedures necessary to enable you to vote such shares).

Stockholder of Record: Shares Registered in Your Name. If your shares are registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, LLC, then you are considered the stockholder of record with respect to those shares. As a stockholder of record, you may vote at the Annual Meeting, or vote in advance through the Internet, by telephone, or by mail.

Beneficial Owner: Shares Registered in the Name of a Broker. If your shares are held in an account with a broker, then you are the beneficial owner of the shares held in street name. As a beneficial owner, you have the right to direct your broker on how to vote the shares held in your account, and your broker has enclosed or provided voting instructions for you to use in directing it on how to vote your shares. Because the brokerage firm, bank, or other nominee that holds your shares is the stockholder of record, if you wish to attend the Annual Meeting and vote your shares you must obtain a valid proxy from the firm that holds your shares giving you the right to vote the shares at the Annual Meeting.

How can I attend the Annual Meeting?

You will be able to attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/IRD2026 and using your 16-digit control number included on your Proxy Card, or on the instructions that accompanied your Proxy Materials to enter the meeting.


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Please allow ample time for online check-in, which will begin at 3:45 p.m. Eastern Time. If you encounter any difficulties accessing the virtual Annual Meeting during check-in or during the meeting, please call the technical support number that will be posted on the virtual meeting login page. A replay of our Annual Meeting webcast will be available at www.virtualshareholdermeeting.com/IRD2026 and will remain there for one year.

What is a quorum?

The holders of one-third of the voting power of the outstanding shares of Common Stock entitled to vote must be present in person or by proxy in order to hold the Annual Meeting and conduct business. This presence is called a quorum. Your shares are counted as present at the Annual Meeting if you are present and vote during the Annual Meeting or if you have properly submitted a proxy.

What is the purpose of the Annual Meeting?

At the Annual Meeting, stockholders will act upon the proposals described in this Proxy Statement, set forth below:

1.	Election of the nine director nominees to the Board;

2.	Ratification, on an advisory basis, of the appointment of Ernst & Young, LLP as the Company’s independent public accounting firm for the fiscal year ending December 31, 2026;

3.	Approval, on an advisory basis, of the compensation of the Company’s named executive officers; and

4.	Approval of an amendment to the Company’s Restated Certificate of Incorporation to increase the number of authorized shares of the Company’s common stock from 125 million shares to 250 million shares.

In addition, we will consider any other matters that are properly presented for a vote at the Annual Meeting. We are not aware of any other matters to be submitted for consideration at the Annual Meeting. If any other matters are properly presented for a vote at the Annual Meeting, the persons named in the proxy, who are officers of the Company, have the authority in their discretion to vote the shares represented by the proxy.


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What vote is required to approve the proposals?


Proposal	Vote Required for Approval	Effect of Abstentions, Withhold Votes and Broker Non-Votes
Proposal No. 1 Election of nine director nominees to our Board	Directors will be elected by a plurality of the votes of shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the election of directors. The individuals nominated for election to the Board at the Annual Meeting receiving the highest number of “FOR” votes will be elected.	A withhold vote will not count either for or against the nominee and will have no effect on the outcome of the election of directors. Broker discretionary voting is not permitted. Broker non-votes, if any, will have no effect on the outcome of this proposal. Votes may not be cumulated.
Proposal No. 2 Ratification, on an advisory basis, of the appointment of Ernst & Young, LLP as the Company’s independent public accounting firm for the fiscal year ending December 31, 2026	The affirmative vote of the holders of the majority of voting power of the shares present or represented by proxy at the Annual Meeting and entitled to vote on this proposal is required to approve this proposal.	An abstention has the same effect as a vote “against” this proposal. Broker discretionary voting is permitted. Because broker discretionary voting is permitted, there will be no broker non-votes on this proposal.
Proposal No. 3 Approval, on an advisory basis, of the compensation of the Company’s named executive officers	The affirmative vote of the holders of the majority of voting power of the shares present or represented by proxy at the Annual Meeting and entitled to vote on this proposal is required to approve this proposal.	An abstention has the same effect as a vote “against” this proposal. Broker discretionary voting is not permitted. Broker non-votes, if any, will have no effect on the outcome of this proposal.
Proposal No. 4 Approval of an amendment to the Company’s Restated Certificate of Incorporation to increase the number of authorized shares of the Company’s common stock from 125 million shares to 250 million shares	The votes cast for the amendment must exceed the votes cast against the amendment at the Annual Meeting to approve this proposal.	An abstention will have no effect on the outcome of this proposal. Broker discretionary voting is permitted. Because broker discretionary voting is permitted, there will be no broker non-votes on this proposal.

What are the Board’s recommendations?

The Board recommends a vote “FOR” the election of each of the Board’s nine director nominees—Sean Ainsworth, Dr. Jean Bennett, Susan K. Benton, Cam Gallagher, Dr. Adrienne Graves, Dr. George Magrath, Dr. James S. Manuso, Richard Rodgers, and Dr. Benjamin R. Yerxa—on the proxy card and “FOR” Proposal Nos. 2–4.

How can I vote?

If you are a stockholder of record, you may:

•

Vote through the Internet: To vote by Internet, you will need to use a control number provided to you in the materials included with this Proxy Statement and follow the additional steps when prompted. The steps have been designed to authenticate your identity, allow you to give voting instructions, and confirm that those instructions have been recorded properly.

•	Vote by Telephone: To vote by telephone, you will need to use a control number provided to you in the materials included with this Proxy Statement and follow the voting instructions as indicated on the enclosed proxy card or voting instruction card.

•	Vote by Mail: To vote by mail, you will need to complete, sign and date the accompanying proxy card and return it as soon as possible before the Annual Meeting in the envelope provided.


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•

Vote at the Meeting: Stockholders may vote and ask questions at the Annual Meeting by visiting www.virtualshareholdermeeting.com/IRD2026. To participate in the Annual Meeting, you will need the 16-digit control number. Shares held in your name as the stockholder of record may be voted electronically during the Annual Meeting. Shares for which you are the beneficial owner but not the stockholder of record also may be voted electronically during the Annual Meeting. However, even if you plan to attend the Annual Meeting, we recommend that you vote your shares in advance to ensure your vote will be counted if you later decide not to attend the Annual Meeting.

Votes submitted through the Internet or by telephone must be received by 11:59 p.m., Eastern Time, on April 19, 2026. Submitting your proxy, whether through the Internet, by telephone, or by mail will not prevent a stockholder from attending the Annual Meeting, revoking their earlier-submitted proxy and voting in person. If you are not the stockholder of record, please refer to the voting instructions provided by your broker to direct it on how to vote your shares. For Proposal No. 1, you may either vote “FOR” or withhold your vote from each nominee to the Board. For Proposal Nos. 2–4, you may vote “FOR” or “AGAINST” such proposal or “ABSTAIN” from voting on such proposal. Your vote is important. Whether or not you plan to attend the Annual Meeting, we urge you to vote on the proxy card as soon as possible to ensure that your vote is counted.

If your shares are held in “street name” (that is, held for your account by a broker, bank, or other nominee), you will receive voting instructions from your broker, bank, or other nominee. You must follow these instructions in order for your shares to be voted. Your broker, bank, or other nominee is required to vote those shares in accordance with your instructions. If you do not instruct your broker, bank, or other nominee how to vote your shares, then, your broker, bank, or other nominee will not be able to vote your shares with respect to Proposal Nos. 1 or 3. We urge you to instruct your broker, bank, or other nominee, by following the instructions on the enclosed voting instruction form, to vote your shares in accordance with our Board’s recommendations on the voting instruction form, whether or not you plan to attend the Annual Meeting.

How will shares be voted by the proxy card?

The shares represented by any proxy card that is properly executed and received by the Company prior to or at the Annual Meeting will be voted in accordance with the specifications made on the card.

If you return a validly executed and dated proxy card without indicating how your shares should be voted on one or more matters and you do not revoke your proxy, your proxy will be voted in accordance with the recommendations of our Board as to each such matter. Our Board recommends voting as follows: “FOR” the election of the nine director nominees recommended by our Board as set forth on the proxy card: Sean Ainsworth, Dr. Jean Bennett, Susan K. Benton, Cam Gallagher, Dr. Adrienne Graves, Dr. George Magrath, Dr. James S. Manuso, Richard Rodgers, and Dr. Benjamin R. Yerxa (Proposal No. 1), and “FOR” each of the other proposals (Proposal Nos. 2–4).

Our Board is not aware of any matters that are expected to come before the Annual Meeting other than those described in this Proxy Statement. If any other matter is presented at the Annual Meeting upon which a vote may be properly taken, shares represented by all proxy cards received by the Company will be voted with respect thereto at the discretion of the persons named as proxies on the enclosed proxy card.

What if I receive more than one proxy card or set of proxy materials from the company?

If your shares are held in more than one account, you will receive more than one proxy card, and in that case, you can and are urged to vote all of your shares by signing, dating and returning all proxy cards you receive from the Company in the postage-paid envelope provided. If you choose to vote by telephone or via the Internet, please vote using each proxy card you receive to ensure that all of your shares are voted. Only your latest dated proxy for each account will count. Please sign each proxy card exactly as your name or names appear on the proxy card. For joint accounts, each owner should sign the proxy card. When signing as an executor, administrator, attorney, trustee, guardian or other representative, please print your full name and title on the proxy card.


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What is a broker non-vote?

In accordance with the rules of the New York Stock Exchange (which apply to brokers who have record ownership of listed company stock, including stock such as ours that is listed on the Nasdaq Stock Market (“Nasdaq”)), brokers generally have authority to vote on “routine” proposals, such as the ratification of auditors, when they have not received instructions from beneficial owners. However, they are precluded from exercising their voting discretion with respect to the election of directors and other non-routine matters.

At the Annual Meeting, we expect that brokers may have discretionary authority to vote shares on the ratification, on an advisory basis, of the appointment of Ernst & Young, LLP as our independent public accounting firm for the fiscal year ending December 31, 2026 (Proposal No. 2) and the approval of an amendment to our Restated Certificate of Incorporation to increase the number of authorized shares of Common Stock (Proposal No. 4). We do not expect that brokers will have discretionary authority on the remainder of the proposals, and therefore broker non-votes may occur as to these other proposals if voting instructions are not provided by beneficial owners.

Who is soliciting proxies for the Annual Meeting with this Proxy Statement?