Dyne Therapeutics (DYN) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 5, 2026, to be held virtually, with stockholders able to vote online on key proposals and submit questions electronically.

• Stockholders of record as of April 7, 2026, are eligible to vote on the election of directors, executive compensation, amendments to the certificate of incorporation, and auditor ratification.

• Proxy materials are distributed electronically to reduce costs and environmental impact, with paper copies available upon request.

Voting matters and shareholder proposals

• Election of three Class III directors for three-year terms expiring at the 2029 annual meeting.

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

• Approval to increase authorized common stock from 200,000,000 to 400,000,000 shares.

• Approval of officer exculpation amendment to the certificate of incorporation.

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

• Procedures for submitting shareholder proposals and director nominations for the 2027 annual meeting are outlined.

Board of directors and corporate governance

• Board is divided into three classes with staggered three-year terms; nine members currently serve.

• Majority of directors are independent; CEO is not considered independent.

• Board leadership is separated between the chairman and CEO roles.

• Committees include audit, compensation, nominating and corporate governance, and research and development, each with defined responsibilities and independent membership.

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