Forte Biosciences (FBRX) Proxy filing summary

Executive summary

• The annual meeting is scheduled for May 29, 2026, and will be held virtually, allowing shareholders to vote online.

• Shareholders will vote on the election of three Class III directors, ratification of the independent auditor, an advisory say-on-pay vote, and approval of the Amended and Restated 2021 Equity Incentive Plan.

• The Board recommends voting in favor of all proposals and emphasizes the importance of shareholder participation.

Voting matters and shareholder proposals

• Proposals include electing three Class III directors, ratifying KPMG LLP as auditor for 2026, approving executive compensation for 2025, and approving the Amended and Restated 2021 Equity Incentive Plan.

• Shareholders of record as of April 17, 2026, are eligible to vote, with each share entitled to one vote per proposal.

• Plurality voting applies for director elections; majority voting is required for other proposals.

• Shareholder proposals for the 2027 meeting must be submitted by December 30, 2026, for inclusion in the proxy statement.

Board of directors and corporate governance

• The Board consists of eight directors, six of whom are independent under Nasdaq rules.

• Directors are divided into three classes with staggered three-year terms; three Class III directors are up for election.

• Committees include audit, compensation, and nominating/governance, each composed of independent directors.

• The Board has not appointed a lead independent director but maintains effective oversight through its committee structure.

• Board and committee attendance in 2025 exceeded 75% for all directors.