Decoy Therapeutics (DCOY) Proxy filing summary

Executive summary

• The annual meeting is scheduled for July 14, 2026, via live webcast, with voting on three main proposals: election of directors, advisory approval of executive compensation, and ratification of the external auditor.

• Only stockholders of record as of May 22, 2026, are eligible to vote, with multiple voting methods available including online, phone, and mail.

• The board recommends voting in favor of all proposals and has provided detailed instructions for participation and proxy voting.

Voting matters and shareholder proposals

• Proposal 1: Elect three Class II directors (Patricia Gauthier, Jonathan Lieber, Frederick E. Pierce) to serve until 2029.

• Proposal 2: Advisory vote to approve executive compensation as disclosed.

• Proposal 3: Ratification of Ernst & Young LLP as independent auditor for fiscal year 2026.

• Board recommends voting “FOR” all proposals; abstentions count as votes against, broker non-votes have no effect.

Board of directors and corporate governance

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

• Committees include Audit, Compensation, and Nominating & Corporate Governance, each with defined charters and independent membership.

• Board leadership is separate from management, with Dr. McVicar as Chair.

• Directors are evaluated for diversity, experience, and independence; stockholder nominations are permitted under specific bylaw procedures.

• Code of Conduct and whistleblower procedures are in place.