OMEROS CORP
For the period ended Jun 18, 2026. Filed Apr 30, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 18, 2026 · Filed Apr 30, 2026
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UNITED STATES**
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
| ☒ | 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 Under Rule 14a-12 |
OMEROS CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)
| Payment of Filing Fee (Check the appropriate box): | |
|---|---|
| ☒ | 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. |
2026 Notice of Annual Meeting of Shareholders & Proxy Statement
A Letter from Our Chairman and CEO
Dear Fellow Shareholder:
You are cordially invited to attend the 2026 Annual Meeting of Shareholders of Omeros Corporation. We plan to hold an entirely virtual meeting this year via live webcast on the Internet on Thursday, June 18, 2026, at 10:00 a.m. Pacific time.
You will be able to attend the meeting, vote and submit your questions via the Internet at www.virtualshareholdermeeting.com/OMER2026.
The attached Notice of Annual Meeting of Shareholders and Proxy Statement contain details of the business to be conducted at the annual meeting.
Whether or not you attend the annual meeting, it is important that your shares be represented and voted. Therefore, please vote as soon as possible by telephone, via the Internet or by completing and mailing the enclosed proxy card.
Voting by any of these methods will ensure your representation at the annual meeting. If you decide to attend the annual meeting, you will be able to vote virtually via the Internet even if you have previously submitted your proxy.
On behalf of our board of directors, I would like to express our appreciation for your continued support of Omeros. We look forward to your participation in the annual meeting.
Sincerely,
GREGORY A. DEMOPULOS, M.D.
Chairman and CEO
OMEROS CORPORATION The Omeros Building 201 Elliott Avenue West Seattle, Washington 98119
Notice of 2026 Annual Meeting of Shareholders
Your Vote is Important We encourage you to vote in advance of the meeting by one of the following methods to ensure that your shares are represented at the meeting. By Internet: www.proxyvote.com By Mail: Signing, dating and promptly mailing the proxy card By Phone: 1-800-690-6903
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2026 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 18, 2026 The proxy statement and the 2025 Annual Report to Shareholders are available to shareholders with their 16-digit control number at: www.proxyvote.com.
To our Shareholders:
We cordially invite you to the 2026 Annual Meeting of Shareholders (the 2026 Annual Meeting) of Omeros Corporation, a Washington corporation, to be held on Thursday, June 18, 2026, at 10:00 a.m. Pacific time. The meeting will be held virtually via live webcast on the Internet at www.virtualshareholdermeeting.com/OMER2026 for the following purposes:
| 1 | to elect the three Class II director nominees named in this proxy statement to the board of directors, each to serve until the 2029 Annual Meeting of Shareholders; |
| 2 | to approve an advisory resolution on executive compensation; |
| 3 | to approve the Amended and Restated Omeros Corporation Omnibus Incentive Compensation Plan; |
| 4 | to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026; and |
| 5 | to transact such other business as may properly come before the 2026 Annual Meeting or any adjournment or postponement thereof. |
The foregoing items of business are more fully described in the proxy statement accompanying this notice. The proxy statement accompanying this notice is being issued in connection with the solicitation by the board of directors of a proxy on the enclosed form of proxy card for use at the 2026 Annual Meeting.
Shareholders of record at the close of business on April 17, 2026 will be entitled to vote at the 2026 Annual Meeting, or any adjournment or postponement of the meeting.
There is no physical location for the 2026 Annual Meeting. You will be able to
attend and participate in the 2026 Annual Meeting online, vote your shares
electronically and submit your questions during the meeting by visiting: www.virtualshareholdermeeting.com/OMER2026 at the meeting date and time
described in the accompanying proxy statement and entering the 16-digit control
number included on your proxy card or in the instructions that accompanied your
proxy materials. If you plan to attend the meeting virtually via the Internet, please
see ‘‘Information Concerning Proxy Solicitation, Voting and the Meeting—Attending
the 2026 Annual Meeting.’’
We look forward to your participation in the 2026 Annual Meeting.
By Order of the Board of Directors,
PETER B. CANCELMO
Vice President, General Counsel and Secretary
| Omeros Corporation | 2026 Proxy Statement |
|---|
| Information Concerning Proxy Solicitation, Voting and the Meeting | 1 |
|---|---|
| Fiscal Year 2025 Business Highlights | 6 |
| Proposal 1 — Election of Directors | 9 |
| Corporate Governance | 16 |
| Non-Employee Director Compensation | 25 |
| Proposal 2 — Approval of Advisory Resolution on Executive Compensation | 26 |
| Executive Compensation | 27 |
| Transactions with Related Persons | 48 |
| Security Ownership of Certain Beneficial Owners and Management | 49 |
| Proposal 3 — Approval of the Amended and Restated Omeros Corporation Omnibus Incentive Compensation Plan | 51 |
| Proposal 4 — Ratification of the Appointment of Our Independent Registered Public Accounting Firm | 62 |
| Other Business | 65 |
| Appendix A | 66 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.