Alumis (ALMS) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 30, 2026, to elect three Class II directors and ratify the appointment of PricewaterhouseCoopers LLP as independent auditor for fiscal 2026.

• Only stockholders of record as of May 5, 2026, are entitled to vote, with 123,432,072 shares of voting common stock outstanding.

• Voting can be done online, by phone, by mail, or during the virtual meeting; votes are counted by Broadridge Financial Solutions.

• Stockholder proposals for the 2027 annual meeting must be submitted by January 18, 2027, for inclusion in proxy materials.

Voting matters and shareholder proposals

• Proposal 1: Election of three Class II directors (James B. Tananbaum, Lynn Tetrault, Zhengbin Yao) to serve until 2029.

• Proposal 2: Ratification of PricewaterhouseCoopers LLP as independent auditor for fiscal year ending December 31, 2026.

• Board recommends voting “FOR” all director nominees and auditor ratification.

• Shareholders may submit proposals for the 2027 meeting by January 18, 2027, or nominate directors between March 2 and April 1, 2027.

Board of directors and corporate governance

• Board consists of eight members divided into three classes, with staggered three-year terms.

• Majority of directors are independent under Nasdaq rules; only the CEO is not independent.

• Board leadership combines CEO and Chairman roles, with a lead independent director appointed in June 2025.

• Four standing committees: Audit, Compensation, Nominating and Corporate Governance, and Science and Technology.

• Board and committees conduct annual self-evaluations; directors are assessed for overboarding.

• Code of Business Conduct and Ethics and an insider trading policy are in place.