Cue Biopharma (CUE) Proxy Filing summary

Executive summary

• Annual meeting scheduled for June 4, 2025, to be held virtually, with stockholders able to vote and ask questions online.

• Record date for voting is April 11, 2025; 61,819,101 shares of common stock outstanding as of that date.

• Key proposals include amending the certificate of incorporation to increase authorized shares, election of six directors, ratification of the auditor, advisory vote on executive compensation, and approval of a new stock incentive plan.

• Proxy materials are distributed electronically to reduce costs and environmental impact.

Voting matters and shareholder proposals

• Proposal 1: Amend certificate to increase authorized capital stock from 210M to 310M and common stock from 200M to 300M.

• Proposal 2: Elect six directors for a one-year term; one director not standing for re-election, reducing board size.

• Proposal 3: Ratify RSM US LLP as independent auditor for 2025.

• Proposal 4: Advisory (non-binding) vote on executive compensation (say-on-pay).

• Proposal 5: Approve 2025 Stock Incentive Plan, replacing the expiring 2016 plan, with up to 6.2M shares available.

• Shareholder proposals for the 2026 meeting must be received by December 26, 2025, for inclusion in next year’s proxy.

Board of directors and corporate governance

• Board consists of six members post-meeting, with a focus on diversity of skills and backgrounds.

• Chairman and CEO roles are separated; majority of directors are independent.

• Board committees include audit, compensation, corporate governance and nominating, and science and technology strategy.

• Directors are evaluated for integrity, business acumen, and ability to represent shareholder interests.

• All directors attended at least 75% of meetings in 2024.