MaxCyte (MXCT) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for June 18, 2025, with five key proposals for shareholder vote, including director elections, equity plan amendment, AIM delisting, auditor ratification, and potential adjournment.

• Shareholders of record as of April 22, 2025, are eligible to vote in person, by proxy, phone, or internet.

• The Board recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Election of three Class I directors: Maher Masoud, Yasir Al-Wakeel, and Rekha Hemrajani, each for a three-year term.

• Approval to amend the 2022 Equity Incentive Plan, increasing shares issuable by 2,950,000.

• Approval to delist common stock from AIM, consolidating trading on Nasdaq.

• Ratification of CohnReznick LLP as independent auditor for fiscal year 2025.

• Approval to adjourn the meeting if additional proxy solicitation is needed.

Board of directors and corporate governance

• Board consists of nine members, divided into three classes with staggered terms.

• Eight of nine directors are independent per Nasdaq standards; the board is led by an independent chairman.

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

• Board diversity matrix provided, showing gender and ethnic diversity.

• Directors are encouraged to attend annual meetings; all attended at least 75% of meetings.