How do I revoke my proxy?
You may revoke your proxy by (1) entering a new vote by mail that we receive before the start of the Annual Meeting or over the Internet or via telephone,
(2) attending and voting at the Annual Meeting online (although attendance at the Annual Meeting will not in and of itself revoke a proxy), or (3) by filing an instrument in writing revoking the proxy or another duly executed proxy bearing
a later date with our Corporate Secretary. Any written notice of revocation or subsequent proxy card must be received by our Corporate Secretary prior to the taking of the vote at the Annual Meeting. Such written notice of revocation or subsequent
proxy card should be sent to our principal executive offices at Aura Biosciences, Inc., 80 Guest Street, Boston, MA 02135, Attention: Corporate Secretary.
If a broker, bank, or other nominee holds your shares, you must contact such broker, bank, or nominee in order to find out how to change your vote.
How is a quorum reached?
Our Amended and Restated
Bylaws, or bylaws, provide that a majority of the shares entitled to vote, present in person or represented by proxy, will constitute a quorum for the transaction of business at the Annual Meeting.
Under the Delaware General Corporation Law, shares that are voted abstain or withheld and broker
non-votes are counted as present for purposes of determining whether a quorum is present at the Annual Meeting. If a quorum is not present, the meeting may be adjourned until a quorum is obtained.
How is the vote counted?
Under our bylaws, any
proposal other than an election of directors is decided by a majority of the votes properly cast for and against such proposal, except where a larger vote is required by law or by our Tenth Amended and Restated Certificate of Incorporation, or
certificate of incorporation, or bylaws. To be approved, such proposals must receive for votes from a majority of the votes properly cast on such proposal. Abstentions and broker
non-votes do not have an impact on such proposals. A broker non-vote occurs when a nominee holding shares for a beneficial owner does not vote on
a particular proposal because the nominee does not have discretionary voting power with respect to that item, and has not received instructions from the beneficial owner.
If your shares are held in street name by a brokerage firm, your brokerage firm is required to vote your shares according to your instructions. If
you do not give instructions to your brokerage firm, the brokerage firm will still be able to vote your shares with respect to discretionary items, but will not be allowed to vote your shares with respect to non-discretionary items. Proposal No. 1 is a non-discretionary item. If you do not instruct your broker how to vote with respect to this proposal,
your broker may not vote for this proposal, and those shares will be counted as broker non-votes. Proposal No. 2 is considered to be a discretionary item, and your brokerage firm will be able
to vote on this proposal even if it does not receive instructions from you.
To be elected, the directors nominated via Proposal No. 1 must receive a
plurality of the votes properly cast on the election of directors, meaning that the director nominees receiving the most for votes will be elected as directors. Votes that are withheld and broker non-votes will also have no impact on the election of directors.
To ratify the appointment of Ernst & Young
LLP as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2023, Proposal No. 2 must receive for votes from a majority of the votes properly cast on such proposal.
Abstentions and broker non-votes, if any, will have no impact on the outcome of this vote.
Who pays the cost
for soliciting proxies?
We are making this solicitation and will pay the entire cost of preparing and distributing our proxy materials and soliciting
votes. If you choose to access the proxy materials or vote over the Internet, you are responsible for any Internet access charges that you may incur. Our officers and employees may, without compensation other than their regular compensation, solicit
proxies through further mailings, personal conversations, facsimile transmissions, e-mails, or otherwise. Proxy solicitation expenses that we will pay include those for preparation, mailing, returning, and
tabulating the proxies.
How may stockholders submit matters for consideration at an Annual Meeting?
The required notice must be in writing and received by our corporate secretary at our principal executive offices not less than 90 days nor more than 120 days
prior to the first anniversary of the preceding years annual meeting. However, in the event that the date of the annual meeting is advanced by more than 30 days, or delayed by more than 60 days, from the first anniversary of the preceding
years annual meeting, or if no annual meeting were held in the preceding year, a stockholders notice must be so received no earlier than the 120th day prior to such annual meeting and not later than the close of business on the later of
(A) the 90th day prior to such annual meeting and (B) the tenth day following the day on which notice of the date of such annual meeting was mailed or public disclosure of the date of such annual meeting was made, whichever first occurs.
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