Lyell Immunopharma (LYEL) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 10, 2026, with voting on director elections, auditor ratification, and executive compensation approval.

• Stockholders of record as of April 14, 2026, are eligible to vote, with 23,332,524 shares outstanding.

• Voting can be done online, by phone, mail, or during the virtual meeting using a control number.

• The board recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Three Class II directors are nominated for three-year terms: Richard Klausner, Otis Brawley, and William Rieflin.

• Ratification of Ernst & Young LLP as independent auditor for fiscal year ending December 31, 2026.

• Advisory vote on executive compensation (say-on-pay) is scheduled, with annual frequency.

• Shareholder proposals for the 2027 meeting must be submitted by December 25, 2026, for inclusion in proxy materials.

Board of directors and corporate governance

• The board consists of eight members, with a majority deemed independent under Nasdaq rules.

• Board leadership is split between a Chair (Dr. Klausner) and a Lead Independent Director (Catherine Friedman).

• Committees include Audit, Compensation, and Nominating & Corporate Governance, all with independent members.

• Board and committees met regularly, with all directors attending at least 75% of meetings.

• Board diversity includes 37.5% women and 25% underrepresented groups.