Exagen (XGN) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 9, 2026, with voting on director elections, auditor ratification, and executive compensation advisory approval.

• Shareholders can vote online, by phone, mail, or in person, with detailed instructions provided for each method.

• Proxy materials are primarily distributed electronically to reduce costs and environmental impact.

Voting matters and shareholder proposals

• Shareholders will vote to elect two Class I directors for three-year terms, ratify BDO USA, P.C. as auditor for 2026, and approve executive compensation on an advisory basis.

• Board recommends voting FOR all proposals.

• Shareholders may submit proposals for the 2027 meeting by December 28, 2026, and must follow specific advance notice and content requirements.

Board of directors and corporate governance

• Board consists of seven members, with a majority deemed independent under Nasdaq rules.

• Board is divided into three classes with staggered terms; directors may only be removed for cause by a two-thirds vote.

• Executive Chairman and CEO roles are separated for balanced governance.

• Committees include Audit, Compensation, and Nominating, each with defined charters and independent members.

• Annual board and committee evaluations are conducted.