Cabaletta Bio (CABA) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 9, 2026, and will be held virtually to enhance shareholder participation and reduce environmental impact.

• Shareholders will vote on six key proposals, including director elections, auditor ratification, amendments to the stock plan and charter, executive compensation, and potential adjournment.

• The board recommends voting in favor of all proposals and provides detailed instructions for virtual attendance and voting.

Voting matters and shareholder proposals

• Proposal 1: Election of two Class I directors for three-year terms.

• Proposal 2: Ratification of Ernst & Young LLP as independent auditor for 2026.

• Proposal 3: Amendment to the 2019 Stock Option and Incentive Plan to include pre-funded warrants in the evergreen calculation.

• Proposal 4: Amendment to increase authorized common stock from 300M to 600M shares.

• Proposal 5: Advisory vote on executive compensation (Say-on-Pay).

• Proposal 6: Approval to adjourn the meeting if necessary to solicit more votes.

• Shareholder proposals for the 2027 meeting must be submitted by December 29, 2026.

Board of directors and corporate governance

• The board is divided into three classes with staggered terms; current nominees are Scott Brun, M.D., and Shawn Tomasello, MBA.

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

• Committees include audit, compensation, nominating and corporate governance, and science and technology, each with defined charters and responsibilities.

• The board values diversity and regularly assesses its composition and effectiveness.

• A clawback policy was adopted in 2023 to recover incentive compensation in case of financial restatements.