Climb Bio (CLYM) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 5, 2026, and will be held virtually, with shareholders able to vote and submit questions online.

• Shareholders of record as of April 7, 2026, are entitled to vote on four main proposals, including director elections and amendments to governance and compensation plans.

• 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 the 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.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of seven members divided into three classes, with staggered three-year terms.

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

• Board committees include audit, compensation, and nominating/governance, all composed of independent directors.

• Annual board and committee self-evaluations are conducted.

• Director nomination process includes third-party search firms and stockholder recommendations.