MacroGenics (MGNX) Proxy filing summary

Executive summary

• Annual Meeting scheduled for May 19, 2026, to be held virtually; record date is March 27, 2026.

• Four main proposals: election of three Class I directors, ratification of Ernst & Young LLP as auditor, advisory vote on executive compensation, and amendment to the 2023 Equity Incentive Plan to add 1,250,000 shares.

• Board recommends voting FOR all proposals.

• Proxy materials and annual report are available online; voting can be done via internet, phone, or mail.

Voting matters and shareholder proposals

• Proposal 1: Elect three Class I directors (Scott Koenig, Federica O'Brien, Eric Risser) for terms expiring 2029.

• Proposal 2: Ratify Ernst & Young LLP as independent auditor for fiscal year ending December 31, 2026.

• Proposal 3: Advisory vote to approve executive compensation as disclosed.

• Proposal 4: Approve amendment to 2023 Equity Incentive Plan, increasing shares available by 1,250,000.

• Shareholder proposals for the 2027 meeting must be submitted by December 9, 2026.

Board of directors and corporate governance

• Board is divided into three classes with staggered three-year terms.

• Majority of directors are independent per Nasdaq rules; CEO and former CEO are not independent.

• Board leadership structure separates Chair and CEO roles.

• Committees: Audit, Human Capital Management, Nominating and Corporate Governance, Science and Technology.

• Board emphasizes diversity, with four female directors and two from underrepresented minorities.