IO Biotech (IOBT) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on June 5, 2025, with stockholders able to register and vote online or by phone or mail.

• Stockholders will vote on the election of one Class I director and the ratification of the independent auditor for 2025.

• Only stockholders of record as of April 11, 2025, are entitled to vote; 65,880,914 shares are outstanding.

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

Voting matters and shareholder proposals

• Proposal One: Election of David V. Smith as Class I director for a term expiring in 2028.

• Proposal Two: Ratification of EY Godkendt Revisionspartnerselskab as independent auditor for 2025.

• Board recommends voting “FOR” both proposals.

• Stockholders may submit proposals for the 2026 meeting by December 26, 2025.

Board of directors and corporate governance

• Board consists of seven directors divided into three classes with staggered terms.

• All directors except the CEO are independent under SEC and Nasdaq rules.

• Board leadership is separated: CEO and independent Chairman roles are held by different individuals.

• Board committees: Audit, Compensation, and Nominating & Corporate Governance, each with written charters.

• Annual board and committee evaluations are conducted.

• Board diversity, director qualifications, and succession planning are emphasized.

• No term limits or fixed retirement age for directors.