Humacyte (HUMA) Proxy filing summary

Executive summary

• Annual Meeting scheduled for June 9, 2026, to be held virtually, with participation and voting available online for all shareholders.

• Key proposals include director elections, executive compensation approval, auditor ratification, and an amendment to increase authorized shares.

• Proxy materials and annual report are provided online to reduce environmental impact and costs.

Voting matters and shareholder proposals

• Election of three Class II directors (John P. Bamforth, Keith Anthony Jones, Kathleen Sebelius) for terms expiring in 2029.

• Advisory vote on executive compensation and on the frequency of future say-on-pay votes, with the Board recommending annual votes.

• Ratification of PricewaterhouseCoopers LLP as independent auditor for 2026.

• Approval of an amendment to increase authorized common stock from 350M to 550M shares.

• Shareholders may submit proposals or director nominations for the 2027 meeting, subject to specific deadlines and requirements.

Board of directors and corporate governance

• Board will reduce from 12 to 11 members after the meeting; directors serve staggered three-year terms.

• Board committees include Audit, Compensation, Nominating and Governance, and Commercial Committees, all with defined charters and independence standards.

• Four female and four racially or ethnically diverse directors; ongoing commitment to diversity and board refreshment.

• Chair and CEO roles are separated to enhance oversight.