Cue Biopharma (CUE) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for April 13, 2026, to be held virtually, with stockholders able to vote online or by proxy on key proposals.

• Stockholders of record as of March 9, 2026, are eligible to vote on the election of directors, auditor ratification, executive compensation, and a reverse stock split.

• The board recommends voting in favor of all proposals, including the reverse stock split to maintain Nasdaq listing compliance.

Voting matters and shareholder proposals

• Seven nominees are up for election to the board for one-year terms, including two new nominees.

• Ratification of RSM US LLP as independent auditor for 2026 is proposed.

• Advisory (non-binding) approval of executive compensation is on the agenda.

• Approval is sought for a reverse stock split at a ratio between 1-for-30 and 1-for-50, with the board empowered to set the exact ratio and timing.

• Stockholder proposals for the 2027 meeting must be submitted by November 2026 for inclusion in proxy materials.

Board of directors and corporate governance

• The board consists of seven members, with a majority deemed independent under Nasdaq rules.

• The roles of chairman and CEO are separated; the chairman is an independent director.

• Four standing committees operate: audit, compensation, corporate governance and nominating, and science and technology strategy.

• Directors are selected based on integrity, business acumen, diversity of skills, and experience.

• All directors attended at least 75% of meetings in 2025.