Curis (CRIS) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 19, 2026, to be held virtually, with voting on key proposals including director elections, executive compensation, auditor ratification, and an amendment to increase authorized shares.

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

• Proxy materials distributed by mail and email, with multiple voting methods available: internet, phone, mail, or online during the meeting.

Voting matters and shareholder proposals

• Election of two Class III directors for three-year terms.

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

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

• Approval of amendment to increase authorized shares of common stock.

• Approval to adjourn the meeting if more time is needed to solicit votes for the share increase proposal.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board divided into three classes; Class III nominees are Martyn D. Greenacre and Kenneth I. Kaitin, Ph.D.

• Majority of board and all committee members are independent under Nasdaq standards.

• Board leadership structure separates CEO and Chairman roles for enhanced oversight.

• Board committees: audit, compensation, and nominating/corporate governance, each with defined responsibilities and charters.

• Directors are expected to attend meetings and participate in ongoing education; all attended at least 75% of meetings in 2025.