MaxCyte (MXCT) Proxy Filing summary

Executive summary

• Annual Meeting 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.

• Record date for voting is April 22, 2025, with 106,313,718 shares outstanding and entitled to vote.

• Proxy materials are available online, and shareholders can vote by mail, phone, or internet.

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.

• Amendment to the 2022 Equity Incentive Plan to add 2,950,000 shares for future grants.

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

• Ratification of CohnReznick LLP as independent auditor for fiscal year ending December 31, 2025.

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

• Shareholder proposals for the 2026 meeting must be submitted by December 29, 2025.

Board of directors and corporate governance

• Board consists of nine members, divided into three classes, with a mix of industry, financial, and scientific expertise.

• Eight of nine directors are independent per Nasdaq standards; board has an independent chairman.

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

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

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