Mineralys Therapeutics (MLYS) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 21, 2026, to be held virtually, allowing shareholders to participate and vote online, with a record date of March 25, 2026.

• Proxy materials are primarily distributed electronically to reduce costs and environmental impact, with printed copies available upon request.

• Shareholders will vote on the election of three Class III directors and the ratification of Ernst & Young LLP as the independent auditor for 2026.

• The company is classified as an emerging growth company and follows scaled-down executive compensation disclosures.

Voting matters and shareholder proposals

• Proposal 1: Election of three Class III directors for a three-year term expiring at the 2029 annual meeting.

• Proposal 2: Ratification of Ernst & Young LLP as independent registered public accounting firm for fiscal year ending December 31, 2026.

• Board recommends voting FOR both proposals.

• Shareholders may submit proposals for the 2027 annual meeting by December 9, 2026, and must comply with SEC and bylaw requirements.

Board of directors and corporate governance

• Board consists of seven directors divided into three staggered classes, with annual elections for one class.

• All directors except the CEO are independent under Nasdaq rules.

• Board leadership is separated between the CEO and Chairman roles.

• Three standing committees: audit, compensation, and nominating/corporate governance, each with independent members and written charters.

• Board diversity matrix: 1 female, 6 male; 1 Asian, 6 White.