Elicio Therapeutics (ELTX) Proxy filing summary

Executive summary

• Annual meeting scheduled for November 12, 2026, at 10:30 a.m. ET by live webcast; September 17, 2026 record date, with 27,091,187 common shares entitled to vote.

• Shareholders will elect three directors and vote on auditor ratification; the Board recommends FOR both proposals.

Voting matters and shareholder proposals

• Julian Adams, Jay Venkatesan and Carol Ashe are nominated for terms through the 2029 annual meeting; election is by plurality, with only FOR votes affecting the result.

• Baker Tilly US, LLP ratification requires a majority of votes cast for or against; abstentions and broker non-votes have no effect. The auditor vote is routine; director elections are non-routine.

• Stockholders may vote online, by phone, by mail or during the webcast; proposals for inclusion in the 2027 proxy statement are due by June 11, 2027.

Board of directors and corporate governance

• The eight-member Board has six independent directors; Robert Connelly is non-independent as CEO, and Yekaterina Chudnovsky is non-independent due to significant ownership.

• Julian Adams chairs the Board, separately from the CEO; the Board may combine the roles or adopt a lead independent director structure if it later deems that appropriate.

• The Board is divided into three classes with staggered three-year terms; directors may be removed only for cause by holders of at least two-thirds of outstanding voting power.

• The Board met nine times in FY2025; the Audit, Compensation and Nominating and Corporate Governance committees met five, three and two times, respectively.