Marker Therapeutics (MRKR) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for June 6, 2025, will be held virtually, allowing shareholders to participate online, submit questions, and vote electronically.

• Record date for voting is April 10, 2025, with 11,314,835 shares of common stock outstanding and entitled to vote.

• Three main proposals: election of four directors, advisory vote on executive compensation, and ratification of the independent auditor.

• Shareholders can vote online, by mail, or by phone, and may change their vote before the meeting.

Voting matters and shareholder proposals

• Proposal 1: Elect four directors to serve until the next annual meeting.

• Proposal 2: Advisory (non-binding) vote on executive compensation (say-on-pay).

• Proposal 3: Ratification of Marcum LLP as independent registered public accounting firm for fiscal year ending December 31, 2025; CBIZ may be engaged following Marcum’s business transfer.

• Shareholder proposals for the 2026 meeting must be submitted by December 30, 2025, for inclusion in proxy materials.

Board of directors and corporate governance

• Board consists of four directors, all standing for re-election; diversity matrix includes gender and ethnic representation.

• Three directors are independent per Nasdaq standards; board chair is independent, separate from CEO role.

• Board met eight times in the last fiscal year; all directors attended at least 75% of meetings.

• Board committees: Audit, Compensation, and Nominating and Corporate Governance, all with independent members.

• Board refreshment and diversity are emphasized in director nomination processes.

• Code of Business Conduct and Ethics and Corporate Governance Guidelines are in place and available online.