Fractyl Health (GUTS) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 10, 2026, at 12:00 p.m. ET, conducted virtually to increase participation and reduce costs.

• Record date for voting is April 17, 2026, with 158,648,963 shares outstanding and entitled to vote.

• Stockholders can vote by internet, phone, mail, or during the virtual meeting using a 16-digit control number.

• Two main proposals are up for vote: election of three Class II directors and ratification of EY as independent auditor.

Voting matters and shareholder proposals

• Proposal 1: Elect Marc Elia, Clive Meanwell, and Ian Sheffield as Class II directors for three-year terms ending 2029.

• Proposal 2: Ratify appointment of Ernst & Young LLP as independent registered public accounting firm for fiscal year 2026.

• Board recommends voting FOR all director nominees and FOR auditor ratification.

• Only business described in the proxy or properly brought before the meeting will be considered.

Board of directors and corporate governance

• Board consists of nine members divided into three classes, with annual staggered elections.

• Eight of nine directors are independent, including the Chairman and all committee members.

• Board committees: Audit, Compensation and Human Strategy, Nominating and Corporate Governance.

• Regular self-evaluations, robust stockholder engagement, and no poison pill in place.

• Insider trading and anti-hedging policies prohibit hedging and pledging of company securities.