Aura Biosciences (AURA) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on June 11, 2026, with voting on two Class II directors and ratification of the independent auditor appointment.

• Stockholders of record as of April 15, 2026, are eligible to vote, with multiple voting methods available including online, phone, and mail.

• The company continues to operate as an emerging growth company, utilizing scaled disclosure and reduced reporting requirements.

Voting matters and shareholder proposals

• Stockholders will vote on electing two Class II directors (Teresa Marie Bitetti and David Johnson) for three-year terms and ratifying Ernst & Young LLP as the independent auditor for 2026.

• Shareholder proposals for the 2027 meeting must be submitted by December 21, 2026, with additional requirements for universal proxy rules.

• Advance notice procedures are in place for nominations and proposals not included in the proxy statement.

Board of directors and corporate governance

• The board will be reduced to six members after the meeting, with staggered three-year terms across three classes.

• All directors except the CEO are considered independent under Nasdaq and SEC rules.

• The board has Audit, Compensation, and Nominating and Corporate Governance Committees, each with defined responsibilities and independent members.

• Attendance at board and committee meetings exceeded 75% for all directors in 2025.

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