SURFACE ONCOLOGY INC. 2023-2024 Proxy Voting Records

Description as filed by funds: To adopt the Agreement and Plan of Merger, dated June 15, 2023 (as it may amended from time to time, the Merger Agreement"), by and among Coherus BioSciences, Inc., ("Coherus"), Crimson Merger Sub I, Inc., ("Merger Sub I"), Crimson Merger Sub II, LLC ("Merger Sub II") and Surface Oncology, Inc. ("Surface"), pursuant to which Merger Sub I will merge with and into Surface, with Surface surviving that merger and becoming a direct, wholly owned subsidiary of Coherus (the "First Merger"), and, as part of the same overall transaction, promptly after the First Merger, the surviving corporation of the First Merger will merge with and into Merger Sub II, with Merger Sub II surviving such merger (the "Second Merger" and together with the First Merger, the "Mergers").

The 9 asset managers below reported 3,497,519 for. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Description as filed by funds: To approve the adjournment or postponement of the Surface special meeting to solicit additional proxies if there are not sufficient votes cast at the Surface special meeting to approve the Surface merger proposal or to ensure that any supplemental or amended disclosure, including any supplement or amendment to the proxy statement/prospectus, is timely provided to Surface stockholders.

The 11 asset managers below reported 2,909,863 for, 637,511 against. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Description as filed by funds: TO APPROVE, ON AN ADVISORY (NON-BINDING) BASIS, THE COMPENSATION THAT WILL OR MAY BE PAID TO SURFACE'S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGERS.

SURFACE ONCOLOGY INC.’s own tally for this item (“Non-Binding Compensation Proposal”): 26,592,107 for, 10,199,559 against — passed, per its Form 8-K filed September 8, 2023 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Approval of the Advisory, Non-Binding Compensation Proposal The Company's stockholders approved, on an advisory (non-binding) basis, the compensation that will or may be paid to the Company's named executive officers in connection with the Mergers (the " Advisory Compensation Proposal ").”
Support: 72% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 11 managers: 93,227 for, 3,454,147 against.

Institutional-manager reports, all 40 managers: 7,767,815 for, 3,526,950 against. Showing the 25 largest; every one is in the interactive database (link above).