Caribou Biosciences (CRBU) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 17, 2026, in a virtual format, with voting on four key proposals and the election of three Class II directors to serve until 2029.

• The record date for voting is April 20, 2026, with 98,258,898 shares outstanding; voting can be done online, by phone, mail, or during the virtual meeting.

• The proxy statement corrects a clerical error in the number of shares outstanding and updates beneficial ownership percentages accordingly.

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

Voting matters and shareholder proposals

• Proposal 1: Election of Andrew Guggenhime, David Johnson, and Nancy Whiting as Class II directors until 2029.

• Proposal 2: Ratification of Deloitte & Touche LLP as independent auditor for fiscal year ending December 31, 2026.

• Proposal 3: Amendment to the certificate of incorporation to provide for officer exculpation from certain fiduciary duty breaches, aligning with Delaware law.

• Proposal 4: Approval to adjourn the meeting if necessary to solicit more votes for Proposal 3 or to establish a quorum.

• No other shareholder proposals or director nominations were submitted 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 independent membership.

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

• Directors are evaluated annually, and the board encourages communication from shareholders.