Disc Medicine (IRON) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 18, 2026, and will be held virtually, allowing electronic voting and Q&A participation by shareholders.

• Shareholders will vote on the election of three Class III directors, an advisory vote on executive compensation, and ratification of the independent auditor.

• The company emphasizes enhanced shareholder access and environmental benefits through virtual meetings and electronic proxy materials.

Voting matters and shareholder proposals

• Three Class III directors are nominated for election to serve until 2029.

• Advisory (non-binding) vote on executive compensation is included, with annual say-on-pay votes planned.

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

• Procedures for shareholder proposals and nominations are detailed, with deadlines for 2027 proposals set.

Board of directors and corporate governance

• The board consists of eight members divided into three staggered classes, with detailed biographies and qualifications provided.

• Majority of the board and all key committees are composed of independent directors.

• Committees include audit, compensation, nominating and corporate governance, and commercial committees, each with defined responsibilities.

• Board diversity is considered, with a focus on gender, but no formal diversity targets.

• Directors are expected to attend at least 75% of meetings and the annual meeting barring special circumstances.