Decoy Therapeutics (DCOY) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for December 20, 2024, and will be held virtually via webcast; only shareholders of record as of October 25, 2024, may vote or participate.

• Three main proposals are up for vote: election of two Class III directors, a non-binding advisory vote on executive compensation, and ratification of Ernst & Young LLP as the independent auditor for 2024.

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

Voting matters and shareholder proposals

• Proposal 1: Elect Tess Burleson and Paul Lammers as Class III directors for terms expiring in 2027.

• Proposal 2: Approve, on a non-binding advisory basis, the compensation of named executive officers (say-on-pay).

• Proposal 3: Ratify Ernst & Young LLP as the independent registered public accounting firm for fiscal year 2024.

• No other business is currently anticipated, but proxy holders may vote on additional matters if they arise.

Board of directors and corporate governance

• The Board consists of seven directors divided into three classes with staggered three-year terms; six are independent under Nasdaq rules.

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

• The Board has adopted a Code of Business Conduct and Ethics and maintains whistleblower procedures.

• Board diversity matrix discloses one female and six male directors, with six identifying as White.