Capricor Therapeutics (CAPR) Proxy filing summary

Executive summary

• Annual Meeting scheduled for June 4, 2026, to vote on five key proposals, including director elections, auditor ratification, executive compensation, frequency of say-on-pay votes, and an amendment for officer exculpation.

• Only stockholders of record as of April 6, 2026, are entitled to vote; 57,840,102 shares outstanding.

• Proxy materials are available online and by mail, with multiple voting methods offered.

Voting matters and shareholder proposals

• Election of eight directors for a one-year term expiring at the 2027 Annual Meeting.

• Ratification of Rose, Snyder & Jacobs LLP as independent auditor for fiscal year ending December 31, 2026.

• Advisory vote on named executive officer compensation and on the frequency of future say-on-pay votes, with the Board recommending annual votes.

• Approval of an amendment to the Certificate of Incorporation to provide officer exculpation as permitted by Delaware law.

• Stockholder proposals for the 2027 meeting must be submitted by December 11, 2026.

Board of directors and corporate governance

• Board consists of eight members with diverse backgrounds in science, business, and healthcare; two women and one underrepresented minority.

• Seven of eight directors are independent; all committees are composed entirely of independent directors.

• Board met 14 times in the last fiscal year; all directors attended at least 75% of meetings.

• Three primary committees: Audit, Compensation, and Nominating & Corporate Governance, each with defined charters and responsibilities.

• Board leadership structure separates CEO and Executive Chairman roles.