Bolt Biotherapeutics (BOLT) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on May 27, 2025, to elect directors, ratify the auditor, and approve a reverse stock split.

• Stockholders of record as of April 15, 2025, are eligible to vote on these proposals.

• The Board recommends voting in favor of all proposals, including the reverse stock split to maintain Nasdaq listing.

Voting matters and shareholder proposals

• Proposals include electing two Class I directors, ratifying PricewaterhouseCoopers LLP as auditor, and approving a reverse stock split between 1-for-10 and 1-for-25.

• The reverse stock split is intended to regain compliance with Nasdaq's $1.00 minimum bid requirement.

• Stockholders may submit proposals for the 2026 meeting by December 26, 2025, and must follow advance notice procedures for other proposals.

Board of directors and corporate governance

• The Board consists of six directors divided into three classes, with a majority deemed independent under Nasdaq standards.

• Brian O'Callaghan serves as independent, non-executive Chair, separating board leadership from management.

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

• Board diversity matrix discloses gender and demographic composition.