Clene (CLNN) Proxy filing summary

Executive summary

• The annual meeting is scheduled for May 21, 2026, with voting available online, by phone, mail, or in person, and only shareholders of record as of March 25, 2026, are eligible to vote.

• Four main proposals are up for vote: election of three Class III directors, ratification of Deloitte as auditor, advisory approval of executive compensation, and an amendment to increase shares in the 2020 Stock Plan.

• The board recommends voting in favor of all proposals and provides detailed instructions for proxy voting and revocation.

Voting matters and shareholder proposals

• Shareholders will vote on electing three Class III directors for terms ending in 2029, ratifying Deloitte as auditor for 2026, approving executive compensation on an advisory basis, and amending the 2020 Stock Plan to add 1,000,000 shares.

• The board recommends voting “FOR” all proposals; directors are elected by plurality, while other proposals require a majority of votes cast.

• Shareholder proposals and director nominations for the 2027 meeting must be submitted between January 21 and February 20, 2027.

Board of directors and corporate governance

• The board consists of nine directors divided into three classes with staggered three-year terms; a majority are independent.

• Committees include Audit, Compensation, and Nominating and Corporate Governance, all composed of independent directors.

• The board emphasizes diversity, ethical conduct, and strong governance, with a code of conduct and policies for conflicts of interest.

• Directors are encouraged to attend all meetings and participate in continuing education.