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 98,682,370 shares outstanding, each entitled to one vote per proposal.

• Proxy materials are available online, and voting can be conducted via internet, phone, mail, or during the virtual meeting.

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 for officer exculpation from certain fiduciary duty breaches.

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

• The board recommends voting FOR all proposals.

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.

• Four standing committees: audit, compensation, nominating and corporate governance, and science and technology.

• The board chair and CEO roles are separated for governance effectiveness.

• Directors are evaluated annually, and stockholders may recommend director candidates under specified procedures.