Climb Bio (CLYM) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 5, 2026, with voting on four key proposals and any other business that may arise.

• Stockholders of record as of April 7, 2026, are eligible to vote, with multiple voting methods available including online, phone, mail, and during the meeting.

• Proxy materials are distributed electronically to reduce costs and environmental impact, with paper copies available upon request.

Voting matters and shareholder proposals

• Election of two Class II directors, Alexander (Bo) Cumbo and Douglas Williams, Ph.D., for three-year terms expiring at the 2029 annual meeting.

• Ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm for fiscal year ending December 31, 2026.

• Approval of an amendment to the Certificate of Incorporation regarding removal of directors for "cause."

• Approval of an amendment to the 2021 Equity Incentive Plan to include prefunded warrants in the annual share pool increase calculation.

• Procedures for submitting shareholder proposals and director nominations for the 2027 annual meeting are outlined.

Board of directors and corporate governance

• The board is divided into three classes, with staggered three-year terms; current board consists of seven members.

• Majority of directors are independent under Nasdaq rules; CEO and Chair roles are separated.

• Board committees include audit, compensation, and nominating/governance, each with independent members and defined charters.

• Annual board and committee self-evaluations are conducted; directors are expected to attend annual meetings.

• Written code of business conduct and ethics, insider trading, and anti-hedging policies are in place.