Arcturus Therapeutics (ARCT) Proxy filing summary

Executive summary

• The 2026 annual meeting will be held virtually on June 5, 2026, with voting open to shareholders of record as of April 14, 2026.

• Shareholders will vote on the election of eight directors, a non-binding advisory vote on executive compensation, and ratification of Deloitte as the independent auditor.

• The board recommends voting in favor of all proposals.

• The company emphasizes its commitment to strong governance, human capital management, and plans to formalize ESG policies in the future.

Voting matters and shareholder proposals

• Proposals include electing eight directors, approving executive compensation (say-on-pay), and ratifying Deloitte as auditor.

• Shareholders may submit proposals for the 2027 meeting by December 28, 2026, and director nominations must comply with advance notice bylaws.

• The board recommends voting “FOR” all proposals.

Board of directors and corporate governance

• The board consists of eight members, seven of whom are independent under Nasdaq rules.

• Dr. Moncef Slaoui serves as chairman, with a leadership structure supporting unified direction and oversight.

• Committees include audit, compensation, and nominating/governance, each composed entirely of independent directors.

• The board values diversity in experience, expertise, and background, though no formal diversity policy exists.

• Directors receive annual cash retainers and equity grants, with additional compensation for committee chairs.