Marker Therapeutics (MRKR) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 1, 2026, will be held virtually, allowing shareholders to vote and submit questions online.

• Six proposals are up for vote, including director elections, executive compensation, amendments to the Certificate of Incorporation, auditor ratification, and potential adjournment.

• Record date for voting is March 10, 2026; only shareholders of record on this date may vote.

Voting matters and shareholder proposals

• Shareholders will vote on electing five directors, approving executive compensation (say-on-pay), increasing authorized common stock, revising voting thresholds for stock changes, ratifying CBIZ as auditor, and potentially adjourning the meeting if Proposal 3 lacks sufficient support.

• Amendments to the Certificate of Incorporation seek to increase authorized shares from 30M to 130M and align voting thresholds with recent Delaware law changes.

• Shareholder proposals and director nominations for the 2027 meeting are due between December 31, 2026, and March 31, 2027.

Board of directors and corporate governance

• Board consists of five members, all standing for re-election, with a mix of industry, financial, and scientific expertise.

• Four directors are independent per Nasdaq standards; the Board is led by an independent chair.

• Board diversity matrix discloses gender and ethnic diversity.

• Three standing committees: Audit, Compensation, and Nominating and Corporate Governance, all composed of independent directors.

• Corporate governance guidelines and a code of ethics are in place, with policies on insider trading and board communications.