BioAge Labs (BIOA) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 10, 2026, to elect three Class II directors and ratify KPMG LLP as the independent auditor for 2026.

• Proxy materials are primarily distributed electronically to reduce environmental impact and costs.

• Stockholders of record as of April 16, 2026, are entitled to vote, with each share representing one vote.

• The board unanimously recommends voting FOR all proposals.

Voting matters and shareholder proposals

• Proposal 1: Election of three Class II directors for a three-year term expiring at the 2029 annual meeting.

• Proposal 2: Ratification of KPMG LLP as independent registered public accounting firm for fiscal year 2026.

• No cumulative voting; directors elected by plurality of votes cast.

• Shareholder proposals for the 2027 meeting must be submitted by December 22, 2026, for proxy inclusion.

Board of directors and corporate governance

• Board is divided into three classes with staggered three-year terms.

• Chair and CEO roles are separated to enhance accountability and independence.

• Majority of directors are independent per Nasdaq and SEC rules.

• Board committees: Audit, Compensation, and Nominating and Governance, each with written charters.

• Board and committees met regularly in 2025, with all directors attending at least 75% of meetings.