Kalaris Therapeutics (KLRS) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 3, 2026, with stockholders of record as of April 6, 2026, eligible to vote on key proposals, including director elections, executive compensation, and auditor ratification.

• The company completed a merger in March 2025, resulting in a new board and management structure, and now operates as a clinical-stage biopharmaceutical company focused on retinal diseases.

• Proxy materials are distributed electronically to expedite delivery, reduce costs, and minimize environmental impact.

Voting matters and shareholder proposals

• Stockholders will vote on electing three Class III directors for three-year terms, an advisory say-on-pay vote, the frequency of future say-on-pay votes, and ratification of Deloitte & Touche LLP as auditor.

• The board recommends voting for all director nominees, for executive compensation, for annual say-on-pay votes, and for auditor ratification.

• Stockholders can submit proposals for the 2027 annual meeting by specified deadlines and procedures.

Board of directors and corporate governance

• The board is divided into three staggered classes, with eight current members, and a majority are independent under Nasdaq rules.

• Samsara LP controls a majority of voting power, qualifying the company as a "controlled company" under Nasdaq standards and allowing certain governance exemptions.

• The roles of Chair and CEO are separated, and the board has established audit, compensation, and nominating/governance committees.

• Corporate governance guidelines, a code of business conduct, and an insider trading policy are in place.