MAIA Biotechnology (MAIA) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 22, 2025, to be held virtually; shareholders can vote online or by proxy.

• Key proposals include election of two Class III directors, ratification of the auditor, and an amendment to increase authorized common stock.

• Shareholders of record as of March 24, 2025, are eligible to vote; quorum requires 14,793,658 votes present.

• Proxy materials are available online, reducing paper and mailing costs.

Voting matters and shareholder proposals

• Proposal 1: Elect Jean-Manassé Theagène and Stan V. Smith as Class III directors for terms expiring at the 2026 annual meeting.

• Proposal 2: Ratify Grant Thornton LLP as independent registered public accounting firm for fiscal year ending December 31, 2025.

• Proposal 3: Approve amendment to increase authorized common stock from 70,000,000 to 150,000,000 shares.

• Board recommends voting FOR all proposals.

• Shareholder proposals for the 2026 meeting must be received between December 9, 2025, and January 8, 2026.

Board of directors and corporate governance

• Board consists of seven members, with staggered three-year terms across three classes.

• All directors except the CEO are independent under NYSE American rules.

• Board committees: audit, compensation, and nominating/corporate governance, each with written charters and independent members.

• Board diversity considered but no formal policy; focus on professional accomplishment and relevant expertise.

• All directors attended all board and committee meetings in 2024.