Caris Life Sciences (CAI) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 4, 2026, to elect ten directors and ratify Deloitte & Touche LLP as the independent auditor for 2026.

• Shareholders can attend and vote virtually, with materials distributed electronically per SEC rules.

• The board recommends voting for all director nominees and for the auditor ratification.

Voting matters and shareholder proposals

• Proposal 1: Elect ten directors to serve until the 2027 annual meeting.

• Proposal 2: Ratify Deloitte & Touche LLP as the independent registered public accounting firm for 2026.

• Both proposals are recommended by the board.

Board of directors and corporate governance

• The board will be reduced to ten members following the retirement of two directors per board policy.

• Eight of ten nominees are independent under Nasdaq standards.

• Board leadership structure includes a combined CEO/Chairman and a lead independent director with defined responsibilities.

• Board service policies address retirement age, service on other boards, and changes in director circumstances.

• The board met four times in 2025; all directors attended at least 75% of meetings.