Biomarin Pharmaceutical Inc (BMRN) 2026 Annual Meeting

This management proposal asks stockholders to cast a non-binding advisory vote to approve the Company’s executive compensation as disclosed in the Proxy Statement (the CD&A, compensation tables and narrative). Management seeks shareholder endorsement to validate its pay-for-performance philosophy, which for 2025 emphasized a high proportion of variable, performance-based pay (performance RSUs, revenue CAGR, relative TSR and innovation awards) alongside service-based RSUs and stock options to align executives with long-term stockholder value. The Compensation Committee explains that 2025 program design rewarded both short-term achievements (annual cash incentive funded at 130% based on financial, development and strategic goals) and long-term performance (multi-year performance RSUs tied to relative TSR, revenue CAGR, development milestones and innovation revenue). The Board notes context including record 2025 revenues, strategic transactions (Inozyme acquisition and pending Amicus acquisition), and changes to executive pay vehicles and metrics made to align with the Company’s strategic priorities. The Board’s recommendation to vote FOR is based on its view that the program is competitive, ties pay to outcomes, includes governance features (independent committee oversight, clawback policies, stock ownership guidelines), and that management will consider the advisory vote results in future compensation decisions. Because the vote is advisory, it will not change compensation contracts automatically, but the Board and Compensation Committee intend to weigh stockholder feedback when setting future compensation. The proposal is therefore framed as a reputational and governance checkpoint rather than a binding mandate, and the Board points to prior strong say-on-pay support (~93%) as evidence of stockholder alignment while acknowledging they will continue engagement and adjustments as appropriate.

This management proposal requests stockholder approval to increase the share reserve under BioMarin’s 2017 Equity Incentive Plan by 7,650,000 shares to ensure the company has sufficient equity capacity to continue making competitive grants. Management argues the increase is necessary because of recent and pending corporate transactions (the July 2025 acquisition of Inozyme and the pending Amicus acquisition) that expand headcount and require equity awards to retain and integrate new employees, and because the Company made a large annual grant in March 2026 that materially reduced the available pool. The Board frames this as a routine but important capital governance decision to preserve the company’s ability to recruit and retain talent through broad-based equity grants (noting most shares flow to employees other than NEOs) while continuing standard grant practices. The Company also presents governance protections in the amended plan: no repricing without stockholder approval, limits on non-employee director aggregate compensation, restrictions on liberal share recycling, Board/Compensation Committee administration, and clawback provisions consistent with SEC and Nasdaq rules. Management presents burn-rate and dilution context (three‑year burn rate ~2.0% and expected pro forma dilution ~16.7% if approved) to argue the request is moderate and in line with peers. The Board recommends a FOR vote, emphasizing that without additional shares the Company may need to rely more on cash or narrower participation to compete for talent, which it views as less aligned with long-term stockholder interests; it also commits to return to stockholders for future authorizations as needed.