Cellectar Biosciences (CLRB) Proxy filing summary

Executive summary

• The annual meeting is scheduled for July 7, 2026, to be held virtually, with six key proposals up for shareholder vote, including director elections, equity plan amendments, auditor ratification, executive compensation, warrant exercise approval, and potential adjournment to solicit more proxies if needed.

• Shareholders of record as of May 19, 2026, are eligible to vote, with multiple voting methods available (internet, phone, mail, or virtually at the meeting).

• The board recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Election of two Class III directors for terms expiring in 2029.

• Approval to increase shares available under the 2021 Stock Incentive Plan by 2,000,000 shares.

• Ratification of Deloitte & Touche LLP as independent auditor for 2026.

• Advisory (non-binding) vote on executive compensation (say-on-pay).

• Approval of the exercise of warrants for up to 39,618,078 shares of common stock under Nasdaq rules.

• Approval to adjourn the meeting if more time is needed to solicit proxies for the warrant exercise proposal.

Board of directors and corporate governance

• Board consists of six members divided into three staggered classes, with a majority being independent.

• Board committees include Audit, Compensation, and Nominating and Corporate Governance, each with defined charters and independent membership.

• The board evaluates its own performance annually and encourages director attendance at annual meetings.

• The board has adopted a Code of Ethics and an Insider Trading Policy, including prohibitions on hedging and pledging company securities.