Merus (MRUS) Proxy Filing summary

Executive summary

• Annual General Meeting scheduled for May 21, 2025, with voting on key proposals including financial accounts, auditor appointment, director re-appointments, share repurchase authorization, and executive compensation approval.

• Shareholders of record as of April 23, 2025, are eligible to vote; 69,183,279 common shares outstanding, each with one vote.

• Board recommends voting FOR all proposals except for the opportunity to make recommendations for director nominations (Proposals 4a and 5a), for which no recommendation is made.

Voting matters and shareholder proposals

• Proposals include adoption of 2024 Dutch statutory annual accounts, appointment of KPMG as external auditor for 2025, release of directors from liability for 2024, re-appointment of Anand Mehra, M.D. and Maxine Gowen, Ph.D. as non-executive directors, authorization for share repurchase, and advisory approval of executive compensation.

• Shareholders may make recommendations for director nominations at the meeting.

• Only agenda items will be voted on; no other business permitted.

Board of directors and corporate governance

• Board consists of one executive and seven non-executive directors; all non-executive directors are independent per Nasdaq rules.

• Directors serve terms of up to four years, with re-appointment limits for non-executives.

• Committees include audit, compensation, and nomination/corporate governance, all composed of independent directors.

• Annual board and committee self-assessments are conducted.