Curis (CRIS) Proxy Filing summary

Executive summary

• Special Meeting scheduled for March 17, 2026, to be held virtually, with record date set as February 5, 2026.

• Four key proposals: increase in authorized shares, approval of share issuance for PIPE financing, adoption of a new incentive plan, and adjournment authority.

• Board recommends voting FOR all proposals, emphasizing their importance for future flexibility and capital needs.

• Voting can be done online, by phone, mail, or during the virtual meeting; proxy solicitation managed by Kingsdale Advisors.

Voting matters and shareholder proposals

• Proposal 1: Amend certificate to increase authorized capital stock from 73,343,750 to 288,757,150 and common stock from 68,343,750 to 283,757,150.

• Proposal 2: Approve issuance of common stock upon conversion of Series B Preferred Stock and exercise of Series A, B, and C Warrants, as required by Nasdaq rules.

• Proposal 3: Approve the 2026 Incentive Plan, replacing the 2010 Plan, to grant equity awards to employees, directors, consultants, and advisors.

• Proposal 4: Authorize adjournment of the meeting if more time is needed to solicit votes for the above proposals.

• No other business will be conducted at the meeting.

Board of directors and corporate governance

• Board and executive officers participated in the January 2026 PIPE financing, purchasing Series B Preferred Stock and warrants at below-market prices.

• Board recommends all proposals, citing best interests of the company and shareholders.

• Compensation Committee, comprised of independent directors, will administer the 2026 Incentive Plan.