Lexeo Therapeutics (LXEO) Proxy filing summary

Executive summary

• The 2026 annual meeting will be held virtually on June 25, 2026, with voting available online, by phone, or by mail.

• Stockholders will vote on electing three Class III directors and ratifying KPMG LLP as the independent auditor for 2026.

• Proxy materials are primarily distributed online to expedite delivery, reduce costs, and conserve resources.

• As of April 24, 2026, there were 78,520,587 shares of common stock outstanding, each entitled to one vote.

Voting matters and shareholder proposals

• Proposals include electing R. Nolan Townsend, Brenda Cooperstone, and Paula HJ Cholmondeley as Class III directors and ratifying KPMG LLP as auditor.

• Board recommends voting FOR all proposals.

• Plurality vote required for director election; majority for auditor ratification.

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

Board of directors and corporate governance

• Board consists of nine members divided into three staggered classes, with a majority being independent.

• Board leadership is separated between the CEO and the Chairman to reinforce independence.

• Four standing committees: audit, compensation, nominating and corporate governance, and science and technology.

• Directors are selected based on expertise, independence, and willingness to serve.

• Corporate governance guidelines and a code of business conduct and ethics are in place.