Apogee Therapeutics (APGE) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 9, 2026, to be held virtually, with voting on director elections, auditor ratification, and executive compensation approval.

• Only holders of voting common stock as of April 15, 2026, are eligible to vote; non-voting common stockholders have conversion rights subject to ownership limits.

• The company operates with a classified board, supermajority voting for certain actions, and does not allow stockholders to call special meetings or act by written consent.

• Forward-looking statements are included, with risks and uncertainties highlighted, and the company disclaims any obligation to update them.

Voting matters and shareholder proposals

• Three Class III directors are nominated for election to serve until 2029.

• Ratification of Ernst & Young LLP as independent auditor for 2026 is proposed.

• Advisory vote on executive compensation (say-on-pay) is included; the board recommends voting FOR all proposals.

• No other matters are currently anticipated for the meeting; procedures for shareholder proposals and nominations for the next annual meeting are outlined.

Board of directors and corporate governance

• The board will be reduced from nine to seven members effective May 11, 2026, with detailed biographies and qualifications provided for all directors.

• The board is divided into three classes with staggered three-year terms; diversity and independence are emphasized, with 29% female and 43% racially/ethnically diverse directors.

• Separate Chair and CEO roles, with the Chair being independent; regular executive sessions are held for independent directors.

• Three standing committees: Audit, Compensation, and Nominating, each with defined responsibilities and independent membership.

• Corporate governance guidelines, code of conduct, and anti-hedging/insider trading policies are in place.