Kodiak Sciences (KOD) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 2, 2026, with shareholders able to vote online, by phone, or by mail.

• Key business includes electing three directors, an advisory vote on executive compensation, and ratifying the external auditor.

• The company is advancing three Phase 3 clinical assets and expects a Biologics License Application (BLA) filing in 2026 for major retinal diseases.

• Forward-looking statements highlight regulatory filings, clinical trial milestones, and technology development in retina care.

Voting matters and shareholder proposals

• Shareholders will vote on electing three directors, approving executive compensation (say-on-pay), and ratifying PricewaterhouseCoopers LLP as the independent auditor.

• The board recommends voting in favor of all proposals.

• Shareholders may submit proposals or director nominations for the 2027 meeting by specified deadlines.

Board of directors and corporate governance

• The board consists of seven members, six of whom are independent under Nasdaq standards.

• Directors are divided into three staggered classes, with three nominees up for election for a three-year term.

• Committees include audit, compensation, and nominating/governance, all meeting independence requirements.

• The CEO also serves as board chair; a lead independent director presides over executive sessions.

• The board has adopted governance guidelines, a code of conduct, and an insider trading policy.