Black Diamond Therapeutics (BDTX) Proxy filing summary

Executive summary

• The 2026 annual meeting will be held virtually on June 26, 2026, with shareholders able to vote online or by phone, mail, or during the meeting.

• Shareholders of record as of April 28, 2026, are entitled to vote on all matters presented.

• The company continues to qualify as a smaller reporting company and utilizes reduced reporting obligations.

Voting matters and shareholder proposals

• Election of two Class III directors to serve until 2029.

• Ratification of PricewaterhouseCoopers LLP as independent auditor for fiscal year ending December 31, 2026.

• Advisory vote on executive compensation (Say-on-Pay).

• Advisory vote on the frequency of future Say-on-Pay votes, with the board recommending an annual vote.

• Procedures for submitting shareholder proposals and director nominations for future meetings are detailed, with deadlines and requirements specified.

Board of directors and corporate governance

• The board is divided into three classes with staggered three-year terms; current nominees are Shannon Campbell and Kapil Dhingra.

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

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

• The board emphasizes diversity, ethics, and relevant expertise in director selection.

• The board encourages director attendance at annual meetings and has adopted policies on insider trading and hedging.