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 and director elections.

• Recent highlights include a $135 million private placement in January 2026 and progress in clinical programs for diabetes and autoimmune diseases.

• The Board is reducing its size from seven to six members following the Annual Meeting.

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) amendment to increase authorized common stock from 300M to 450M shares, and (4) adjournment if insufficient votes are present.

• The Board unanimously recommends voting for all proposals.

Board of directors and corporate governance

• The Board is classified into three staggered terms, with a majority of independent directors and a Lead Independent Director.

• Director nominees Alessandro Riva, M.D. and Han Lee, Ph.D., M.B.A. bring extensive biotech and executive experience.

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

• Annual Board and committee self-evaluations are conducted to ensure effectiveness.