MAIA Biotechnology (MAIA) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 2025 will be held virtually, with shareholders able to vote and participate online.

• Key proposals include electing two Class III directors, ratifying the external auditor, and increasing authorized common stock.

• Shareholders of record as of March 2025 are eligible to vote; quorum and voting procedures are clearly outlined.

• Proxy materials are distributed primarily online to reduce costs and environmental impact.

Voting matters and shareholder proposals

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

• Proposal 2: Ratify Grant Thornton LLP as independent registered public accounting firm for 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 submitted between December 9, 2025 and January 8, 2026.

Board of directors and corporate governance

• Board consists of seven members, with a majority classified as independent except the CEO.

• Board is divided into three staggered classes, with annual elections for one class.

• Committees include audit, compensation, and nominating/governance, each with written charters and independent members.

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

• Insider trading and anti-hedging policies are in place for directors, officers, and employees.