Arcellx (ACLX) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 28, 2025, to be held virtually, with voting on key proposals including director elections, executive compensation, and auditor ratification.

• Board recommends voting for all proposals, including the election of three Class III directors, approval of executive compensation, and ratification of PricewaterhouseCoopers LLP as auditor.

• Stockholder engagement was emphasized, with outreach to top shareholders and incorporation of feedback into disclosures and governance practices.

• Forward-looking statements highlight ongoing risk factors and future plans, with a focus on continued growth and operational execution.

Voting matters and shareholder proposals

• Proposals include electing three Class III directors, an advisory vote on executive compensation (Say-on-Pay), and ratification of PricewaterhouseCoopers LLP as independent auditor for 2025.

• Board recommends voting for all proposals; voting is available online, by phone, mail, or during the virtual meeting.

• Shareholders of record as of April 4, 2025, are eligible to vote; quorum requires a majority of outstanding shares.

• Procedures for submitting shareholder proposals and director nominations for the 2026 meeting are detailed, with specific deadlines and requirements.

Board of directors and corporate governance

• Board consists of eight directors, seven of whom are independent; board is divided into three classes with staggered three-year terms.

• Two new directors appointed in March 2025; board diversity and experience are emphasized.

• Board committees include audit, compensation, and corporate governance/nominating, each with defined responsibilities and independent membership.

• Board leadership combines CEO and Chairman roles, with best practices such as executive sessions and regular assessments.

• Board and workforce diversity metrics are highlighted, with 50% women and 75% diverse representation on the board.