Fulcrum Therapeutics (FULC) Proxy filing summary

Executive summary

• The 2026 annual meeting will be held virtually on June 24, 2026, with voting on director elections, executive compensation, and auditor ratification.

• Stockholders of record as of April 27, 2026, are eligible to vote; proxy materials are distributed via internet access with paper copies available upon request.

• The board recommends voting in favor of all proposals, including director nominees, executive compensation, and auditor ratification.

Voting matters and shareholder proposals

• Three Class I directors (Sonja Banks, Alan Ezekowitz, Colin Hill) are nominated for three-year terms expiring in 2029.

• Advisory vote on executive compensation (say-on-pay) is included.

• Ratification of Ernst & Young LLP as independent auditor for fiscal year ending December 31, 2026.

• Procedures for shareholder proposals and nominations for the 2027 annual meeting are outlined, with deadlines and requirements specified.

Board of directors and corporate governance

• The board is divided into three classes with staggered three-year terms; current board consists of ten members.

• Majority of directors are independent per Nasdaq rules; independence reviewed annually.

• Four standing committees: audit, compensation and human capital management, nominating and corporate governance, and science and technology.

• Board leadership structure separates CEO and chair roles; chair is independent.

• Directors are expected to attend board and committee meetings and the annual meeting; all attended in 2025.