Cullinan Therapeutics (CGEM) Proxy filing summary

Executive summary

• The 2026 annual meeting will be held virtually on June 16, 2026, with voting on director elections, auditor ratification, and executive compensation advisory vote.

• Stockholders can vote online, by phone, mail, or during the meeting; record date is April 20, 2026.

• Proxy materials and the 2025 Annual Report are available online; the company uses scaled disclosures as a smaller reporting company.

Voting matters and shareholder proposals

• Election of two Class III directors (Nadim Ahmed and Stephen Webster) for three-year terms.

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

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

• Procedures for shareholder proposals and director nominations for future meetings are outlined.

Board of directors and corporate governance

• Board consists of seven members divided into three staggered classes; majority are independent.

• Board committees include audit, compensation, and nominating/governance, each with independent members and defined charters.

• Board diversity is considered, though no formal policy exists; directors are expected to attend annual meetings.

• Insider trading and anti-hedging policies are in place; a code of business conduct and ethics applies to all directors and officers.

• Board leadership is separated from the CEO role; risk oversight is a key board responsibility.