Janux Therapeutics (JANX) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 11, 2026, with voting on director elections, auditor ratification, and executive compensation approval.

• Only stockholders of record as of April 17, 2026, are eligible to vote; 60,961,546 shares are outstanding and entitled to vote.

• The board recommends voting FOR all proposals, including director nominees, auditor ratification, and say-on-pay.

Voting matters and shareholder proposals

• Three proposals: election of two Class II directors for three-year terms, ratification of Ernst & Young LLP as auditor for 2026, and advisory approval of executive compensation.

• Shareholders may submit proposals for the 2027 meeting by December 29, 2026, for inclusion in proxy materials.

• Voting can be done online, by phone, mail, or during the virtual meeting; broker non-votes and abstentions are handled per standard rules.

Board of directors and corporate governance

• Board will reduce from nine to seven members after the meeting; two Class II directors (Eric Dobmeier and Natasha Hernday) are nominated for re-election.

• Board committees: Audit, Compensation, and Nominating & Corporate Governance, all comprised of independent directors.

• Board leadership is separated between Chair and CEO; Dr. Barrett serves as Chair.

• Stockholders can communicate with the board via a formal process; a Code of Business Conduct and Ethics is in place.

• Board and committee meetings had high attendance, with all members attending at least 75% of meetings.