Cue Biopharma (CUE) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on June 4, 2025, with stockholders voting on key proposals including amendments to the certificate of incorporation, director elections, auditor ratification, executive compensation, and a new stock incentive plan.

• The board recommends voting in favor of all proposals, emphasizing the need for increased authorized shares and updated equity compensation to support future growth and talent retention.

• Proxy materials are distributed electronically to reduce costs and environmental impact, with detailed instructions for online participation and voting.

Voting matters and shareholder proposals

• Proposals include increasing authorized capital stock, electing six directors, ratifying RSM US LLP as auditor, approving executive compensation on an advisory basis, and adopting the 2025 Stock Incentive Plan.

• The board recommends voting for all proposals, with specific voting requirements and effects of abstentions and broker non-votes outlined.

• Shareholder proposals for the 2026 meeting must be submitted by December 2025 for inclusion in proxy materials.

Board of directors and corporate governance

• The board will be reduced to six members following the meeting, with one director not standing for re-election and a new nominee joining.

• Board members are selected for business acumen, industry knowledge, and diversity of skills; all but the CEO are independent under Nasdaq rules.

• The board maintains separate roles for chairman and CEO, with committees for audit, compensation, governance, and science/technology strategy.

• Directors are encouraged to attend annual meetings, and all attended in 2024.