PLIANT THERAPEUTICS INC
For the period ended Jun 5, 2025. Filed Apr 23, 2025.
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Jun 5, 2025 · Filed Apr 23, 2025
Contents
Appendix A
CERTIFICATE OF AMENDMENT
TO THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
Pliant Therapeutics, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “General Corporation Law” or “DGCL”), does hereby certify as follows:
The name of the Corporation is Pliant Therapeutics, Inc. and this corporation was originally incorporated pursuant to the General Corporation Law on June 8, 2015. The Corporation filed with the Secretary of State of the State of Delaware Amended and Restated Certificates of Incorporation on July 9, 2018, December 19, 2019, and June 5, 2020 (the “Restated Charter”).
Appendage of Article X, LIMITATION OF LIABILITY FOR OFFICERS
a. Article X is here by appended to the Restated Charter as follows:
“ARTICLE X
LIMITATION OF LIABILITY FOR OFFICERS
An Officer of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of his or her fiduciary duty as an Officer, except for liability (a) for any breach of the Officer’s duty of loyalty to the Corporation or its stockholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) for any transaction from which the Officer derived an improper personal benefit, or (d) in any action by or in the right of the Corporation. If the DGCL is amended after the effective date of this Certificate to authorize corporate action further eliminating or limiting the personal liability of Officers, then the liability of an Officer of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.
Any amendment, repeal or modification of this Article X by either of (i) the stockholders of the Corporation or (ii) an amendment to the DGCL, shall not adversely affect any right or protection existing at the time of such amendment, repeal or modification with respect to any acts or omissions occurring before such amendment, repeal or modification of a person serving as an Officer at the time of such amendment, repeal or modification.
For purposes of this Article X, “Officer” shall have the meaning provided in Section 102(b)(7) of the DGCL as the same exists or may hereafter be amended.”
- That the foregoing amendment was duly adopted by the Board of Directors of the Corporation in accordance with Sections 141 and 242 of the DGCL and was approved by the holders of the requisite number of shares of capital stock of the Corporation acting by written consent in accordance with Sections 228 and 242 of the DGCL.
IN WITNESS WHEREOF, the undersigned duly authorized officer of the Corporation has executed this Certificate of Amendment on this [ ] of June, 2025.
By: __________________________________
Name: Bernard Coulie, M.D., Ph.D., M.B.A.
Title: President and Chief Executive Officer
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLYTHIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. V70627-P27838 For Against Abstain!! !! !! ! !! ! !! ! !! 3. To approve an amendment to our Amended and Restated Certificate of Incorporation to limit the liability of certain officers of Pliant Therapeutics, Inc. as permitted by Delaware law. 4. To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025. Note: In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting. 1. To elect three class II directors named in the proxy statement to our Board of Directors: For Withhold PLIANT THERAPEUTICS, INC. The Board of Directors recommends you vote FOR the election of the Class II director nominees in Proposal No. 1 and FOR Proposal Nos. 2, 3 and 4. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. 2. To approve, by non-binding advisory vote, the resolution approving Named Executive Officer compensation. 1a. John Curnutte, M.D., Ph.D. 1b. Katharine Knobil, M.D. 1c. Thomas McCourt SCAN TO VIEW MATERIALS & VOTEw PLIANT THERAPEUTICS, INC. 331 OYSTER POINT BOULEVARD SOUTH SAN FRANCISCO, CA 94080 VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on June 4, 2025. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/PLRX2025 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on June 4, 2025. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
V70628-P27838 Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on June 5, 2025: The Proxy Statement and our 2024 Annual Report to Stockholders on Form 10-K are available for viewing, printing and downloading at www.proxyvote.com. PLIANT THERAPEUTICS, INC. Annual Meeting of Stockholders June 5, 2025 8:30 a.m. Pacific Time This proxy is solicited by the Board of Directors The undersigned stockholder(s) of PLIANT THERAPEUTICS, INC. hereby appoint(s) Mike Ouimette, Bernard Coulie, M.D., Ph.D. and Keith Cummings, M.D., or any of them, as proxies, each with the power to appoint his substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of common stock of PLIANT THERAPEUTICS, INC. that the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held at 8:30 a.m. Pacific Time on June 5, 2025, virtually at www.virtualshareholdermeeting.com/PLRX2025, and any adjournment or postponement thereof. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations. Continued and to be signed on reverse side
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