Bicycle Therapeutics (BCYC) Proxy filing summary

Executive summary

• The 2026 Annual General Meeting (AGM) is scheduled for June 17, 2026, with nine ordinary resolutions up for shareholder vote, including director re-elections, executive compensation, auditor appointments, and remuneration policies.

• Shareholders and ADS holders are provided with detailed instructions for voting, proxy appointment, and revocation, with results to be published on the company website and via Form 8-K.

• The Board recommends voting in favor of all proposals, emphasizing the importance of shareholder engagement and transparency.

Voting matters and shareholder proposals

• Proposals include re-election of Felix Baker and Hervé Hoppenot as directors, advisory approval of executive compensation, ratification and re-appointment of PricewaterhouseCoopers LLP as auditors, authorization of auditor remuneration, adoption of the 2025 U.K. Annual Report, approval of the directors' remuneration report, and approval of the directors' remuneration policy.

• All proposals are ordinary resolutions requiring a simple majority; voting is conducted by poll.

• Shareholders may submit proposals for future meetings in accordance with the Companies Act and SEC rules.

Board of directors and corporate governance

• The Board is divided into three classes with staggered three-year terms; after the AGM, it will consist of eight directors.

• Majority of directors are independent per Nasdaq standards; leadership structure separates CEO and Chairman roles.

• Committees include Audit, Compensation, and Nominating and Corporate Governance, each with defined responsibilities and independent membership.

• Board and committee meetings were well-attended in 2025, with regular executive sessions for independent directors.