Curis (CRIS) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 19, 2026, to be held virtually, with voting on five key proposals including director elections, executive compensation, auditor ratification, share authorization increase, and potential adjournment.

• Record date for voting is March 23, 2026, with 39,978,693 shares outstanding and each share entitled to one vote.

• Proxy materials are available online and by mail, and multiple voting methods are provided: internet, phone, mail, or during the virtual meeting.

Voting matters and shareholder proposals

• Proposal 1: Election of two Class III directors for a three-year term.

• Proposal 2: Advisory (non-binding) vote on executive compensation (say-on-pay).

• Proposal 3: Ratification of PricewaterhouseCoopers LLP as independent auditor for 2026.

• Proposal 4: Amendment to increase authorized shares of common stock from 283,757,150 to 567,514,300.

• Proposal 5: Approval to adjourn the meeting if more time is needed to solicit votes for Proposal 4.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board is classified into three classes with staggered three-year terms; nominees for Class III are Martyn D. Greenacre and Kenneth I. Kaitin, Ph.D.

• Majority of directors are independent per Nasdaq standards; all committee members are independent.

• Board leadership is separated between CEO and Chairman roles.

• Board committees: Audit, Compensation, and Nominating & Corporate Governance, each with defined charters and responsibilities.

• Directors are expected to attend annual meetings and participate in ongoing education.