Cue Biopharma (CUE) Proxy Filing summary

Executive summary

• Supplement addresses ISS's recommendation to vote against the 2025 Stock Incentive Plan, clarifying plan cost calculations and dilution concerns.

• Explains that no further awards will be granted under the 2016 Omnibus Incentive Plan if the 2025 Plan is approved.

• Details recent public offering and current equity award status as of April 16, 2025.

Voting matters and shareholder proposals

• Proposal 5 seeks approval of the 2025 Stock Incentive Plan, with management urging a "FOR" vote despite ISS's negative recommendation.

• Clarifies that approval of the 2025 Plan will terminate new grants under the Current Plan.

Executive compensation and say-on-pay

• 2025 Plan proposes up to 6,200,000 shares for new equity awards, not exceeding shares available under the Current Plan as of the Annual Meeting.

• As of April 16, 2025, 12,338,461 stock options are outstanding with a weighted average exercise price of $4.91 and a 7.43-year average term.

• No restricted stock, RSUs, SARs, or other stock-based awards are outstanding as of April 16, 2025.