Kiniksa Pharmaceuticals International (KNSA) Proxy filing summary

Executive summary

• The annual meeting is scheduled for May 29, 2026, with shareholders voting on key proposals including director elections, auditor appointments, remuneration policies, and executive compensation.

• Shareholders of record as of April 6, 2026, are eligible to vote, with each Class A share entitled to one vote and each Class B share to ten votes.

• The board recommends voting in favor of all proposals, including the re-election of three Class II directors and approval of PwC as both UK and US auditors.

Voting matters and shareholder proposals

• Proposals include re-election of three Class II directors, approval of PwC as UK statutory auditors, ratification of PwC as US independent registered public accounting firm, authorization for the board to set PwC's remuneration, receipt of the UK annual report, approval of the UK remuneration report and policy, and a say-on-pay advisory vote.

• All proposals require a simple majority of votes cast to pass; abstentions and broker non-votes have no effect.

• Shareholders can submit proposals for the 2027 meeting by December 17, 2026, and must follow specific notice requirements.

Board of directors and corporate governance

• The board consists of ten members divided into three classes with staggered three-year terms.

• Nine out of ten directors are independent; all board committees are fully independent.

• The board has Audit, Compensation, Governance, and Science Committees, each with defined responsibilities and independent membership.

• The board combines the roles of CEO and Chairman, with a Lead Independent Director providing balance.

• The Governance Committee oversees board evaluations and succession planning.