Kalaris Therapeutics (KLRS) Proxy Filing summary

Executive summary

• The 2025 annual meeting will be held virtually on August 12, 2025, with voting on director elections and auditor ratification.

• Only stockholders of record as of June 25, 2025, may vote; 18,702,418 shares of common stock are outstanding.

• The company completed a merger in March 2025, changing its name and business focus to retinal disease therapeutics.

• Samsara LP holds a majority of voting power, making the company a "controlled company" under Nasdaq rules.

Voting matters and shareholder proposals

• Stockholders will vote on electing two Class II directors for three-year terms and ratifying Deloitte & Touche LLP as auditor.

• Board recommends voting for both director nominees and for auditor ratification.

• Shareholder proposals for the 2026 meeting must be received by March 3, 2026, for proxy inclusion.

Board of directors and corporate governance

• Board consists of eight members divided into three staggered classes.

• Majority of directors are independent; board leadership is separated between Chair and CEO.

• Board committees include audit, compensation, and nominating/governance, with defined charters and responsibilities.

• Samsara LP's control allows certain exemptions from Nasdaq governance standards.