Caribou Biosciences (CRBU) Proxy filing summary

Executive summary

• The 2026 annual meeting will be held virtually on June 17, 2026, with voting on four key proposals, including director elections, auditor ratification, officer exculpation, and potential adjournment for further proxy solicitation.

• Stockholders of record as of April 20, 2026, are entitled to vote, with each share carrying one vote per proposal.

• The board recommends voting in favor of all proposals and has engaged D.F. King & Co. for proxy solicitation.

• The company remains an emerging growth and smaller reporting company, providing scaled executive compensation disclosures and not seeking a say-on-pay vote.

Voting matters and shareholder proposals

• Proposal 1: Election of three Class II directors (Andrew Guggenhime, David Johnson, Nancy Whiting) to serve until 2029.

• Proposal 2: Ratification of Deloitte & Touche LLP as independent auditor for fiscal year 2026.

• Proposal 3: Amendment to the certificate of incorporation to provide officer exculpation from certain fiduciary duty breaches.

• Proposal 4: Approval to adjourn the meeting if necessary for further proxy solicitation.

• No additional shareholder proposals or director nominations were received for this meeting.

Board of directors and corporate governance

• The board is classified into three classes, each serving staggered three-year terms; eight directors serve on the board.

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

• The board has audit, compensation, nominating and corporate governance, and science and technology committees, each with defined responsibilities and annual evaluations.

• The board chair and CEO roles are separated to enhance oversight.

• Directors are subject to a code of conduct and an insider trading policy prohibiting hedging and pledging.