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.

Voting matters and shareholder proposals

• Proposal 1: Elect two Class I directors (Laura Berner and Brian O'Callaghan) to serve until 2028.

• Proposal 2: Ratify PricewaterhouseCoopers LLP as independent auditor for 2025.

• Proposal 3: Approve an amendment for a reverse stock split at a ratio between 1-for-10 and 1-for-25.

• No other matters are expected, but proxies may vote on any that arise.

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 leadership roles.

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

• Board diversity matrix shows equal gender representation and demographic disclosure.