Crescent Biopharma (CBIO) Proxy filing summary

Executive summary

• Annual General Meeting scheduled for June 2, 2026, to be held virtually, with shareholders able to vote online or by phone.

• Record date for voting is April 7, 2026; only holders of ordinary shares and Series A preferred shares as of this date may vote.

• Key proposals include election of two Class II directors, ratification of auditor, advisory vote on executive compensation, and advisory vote on frequency of future say-on-pay votes.

• Board recommends voting for all proposals and a one-year frequency for say-on-pay votes.

Voting matters and shareholder proposals

• Election of Jonathan Violin, Ph.D. (by Series A preferred shareholders) and Susan Moran, M.D., MSCE (by all voting shareholders) as Class II directors for terms expiring in 2029.

• Ratification of PricewaterhouseCoopers LLP as independent auditor for fiscal year ending December 31, 2026.

• Advisory vote to approve named executive officer compensation (say-on-pay).

• Advisory vote on frequency of future say-on-pay votes, with Board recommending annual votes.

• Shareholders may submit proposals for the 2027 meeting by December 22, 2026.

Board of directors and corporate governance

• Board consists of six directors divided into three classes with staggered three-year terms.

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

• Board committees include Audit, Compensation, and Nominating, all with independent members.

• Board and committee meetings had full attendance in 2025.

• Corporate Governance Guidelines and Code of Conduct and Ethics are in place and available online.