Century Therapeutics (IPSC) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on June 11, 2026, with voting on key proposals including director elections, auditor ratification, and a charter amendment to increase authorized shares.

• Recent highlights include the advancement of clinical programs (CNTY-813, CNTY-308, CNTY-101), new board appointments, and a $135 million private placement led by TCGX and other major investors.

Voting matters and shareholder proposals

• Stockholders will vote on: (1) election of two Class II directors for terms expiring in 2029, (2) ratification of Ernst & Young LLP as independent auditor for 2026, (3) approval to increase authorized common stock from 300M to 450M shares, and (4) adjournment if insufficient votes are present.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board will reduce from seven to six members after the meeting; two Class II nominees are Alessandro Riva, M.D. and Han Lee, Ph.D., M.B.A.

• Board committees (Audit, Compensation, Nominating & Corporate Governance) are composed entirely of independent directors.

• Lead Independent Director role is separated from the Chair/CEO; annual board and committee self-evaluations are conducted.

• Board diversity, independence, and skills matrix are emphasized in director selection.