Cabaletta Bio (CABA) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on June 9, 2026, with stockholders able to vote and submit questions online.

• Six proposals are up for stockholder action, including director elections, auditor ratification, amendments to the stock plan and charter, say-on-pay, and adjournment authority.

• Proxy materials are distributed electronically to reduce costs and environmental impact, with print copies available upon request.

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: Non-binding advisory vote on executive compensation.

• Proposal 6: Authority to adjourn the meeting if more time is needed for Proposals 3 or 4.

• Stockholders may submit proposals for the 2027 meeting by December 29, 2026.

Board of directors and corporate governance

• Board consists of six members divided into three staggered classes; majority are independent.

• Committees include audit, compensation, nominating and corporate governance, and science and technology.

• Board diversity and independence are emphasized in director selection.

• Directors are expected to attend meetings and the annual meeting; 5 of 6 attended in 2025.

• Insider trading, hedging, and pledging of company stock are restricted.

• A clawback policy for executive compensation is in place, compliant with Dodd-Frank and SEC rules.