Camp4 Therapeutics (CAMP) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 10, 2026, to elect Class II directors, ratify the appointment of Ernst & Young LLP as auditor, and approve an amendment to the 2024 Equity Incentive Plan.

• Stockholders as of April 13, 2026, are entitled to vote, with 51,925,800 shares outstanding.

• Voting can be done online, by phone, mail, or during the virtual meeting; broker non-votes will have no effect on proposals.

• The company is an emerging growth company and provides scaled disclosures under the JOBS Act.

Voting matters and shareholder proposals

• Proposals include electing three Class II directors for three-year terms, ratifying Ernst & Young LLP as auditor, and amending the 2024 Equity Incentive Plan to include pre-funded warrants in the evergreen calculation.

• The board recommends voting FOR all proposals.

• Stockholders may submit proposals or director nominations for the 2027 meeting by specified deadlines.

Board of directors and corporate governance

• The board will reduce to eight members after the meeting, with a classified structure (three classes, staggered terms).

• Most directors are independent under Nasdaq rules; the CEO is not.

• The board has audit, compensation, and nominating/governance committees, each with defined charters and responsibilities.

• The board held eight meetings in 2025, with high attendance.

• A code of conduct, insider trading policy, and clawback policy are in place.