Exagen (XGN) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for June 10, 2025, with voting on key proposals and director elections.

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

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

Voting matters and shareholder proposals

• Four proposals: election of two Class III directors, ratification of BDO USA, P.C. as auditor, advisory vote on executive compensation, and advisory vote on frequency of future say-on-pay votes.

• Board recommends voting for all proposals and for annual say-on-pay votes.

• Shareholders may submit proposals for the 2026 meeting by specified deadlines and procedures.

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 three-year terms; removal only for cause by two-thirds vote.

• Committees: Audit, Compensation, and Nominating & Corporate Governance, each with defined charters and independence.

• Annual board and committee evaluations are conducted.

• Code of Conduct and Ethics and insider trading policy are in place.