Alaunos Therapeutics (TCRT) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on July 3, 2025, with voting on seven key proposals, including director elections, auditor ratification, executive compensation, a reverse stock split, an increase in authorized shares, an equity plan amendment, and potential adjournment.

• Only shareholders of record as of May 5, 2025, are eligible to vote, with multiple voting methods available, including online, phone, and mail.

• The Board unanimously recommends voting in favor of all proposals.

• Forward-looking statements highlight risks and uncertainties, especially regarding compliance with Nasdaq listing standards and the company’s ability to raise capital.

Voting matters and shareholder proposals

• Proposal 1: Election of four directors to serve until 2026.

• Proposal 2: Ratification of Cherry Bekaert LLP as independent auditor for 2025.

• Proposal 3: Advisory vote on executive compensation (say-on-pay).

• Proposal 4: Authorization for a reverse stock split at a ratio of 1-for-5 to 1-for-20, at Board discretion, to maintain Nasdaq compliance.

• Proposal 5: Increase authorized common stock from 5,000,000 to 50,000,000 shares.

• Proposal 6: Amend the 2020 Equity Incentive Plan to increase shares available for issuance from 130,745 to 1,130,745.

• Proposal 7: Adjournment of the meeting if more time is needed to solicit votes.

• Shareholder proposals for the 2026 meeting must be submitted by January 19, 2026.

Board of directors and corporate governance

• The Board consists of four directors, with a majority deemed independent under Nasdaq rules.

• Board leadership is separated between the Chair and the interim CEO to reinforce independence.

• Three standing committees: audit, compensation, and corporate governance/nominating, all with independent members.

• The Board emphasizes diversity, integrity, and relevant experience in director nominations.

• Corporate governance documents, code of ethics, whistleblower, and clawback policies are in place.