Nautilus Biotechnology (NAUT) Proxy filing summary

Executive summary

• Annual meeting scheduled for June 17, 2026, to be held virtually, with voting available online, by phone, or mail.

• Proposals include election of two Class II directors, ratification of the auditor, advisory say-on-pay vote, and advisory vote on frequency of say-on-pay.

• Board recommends voting for all proposals and for annual say-on-pay votes.

• Proxy materials and annual report are available online; shareholders are encouraged to vote promptly.

Voting matters and shareholder proposals

• Election of Parag Mallick and Farzad Nazem as Class II directors for terms expiring in 2029.

• Ratification of PricewaterhouseCoopers LLP as independent auditor for fiscal year ending December 31, 2026.

• Advisory vote on executive compensation (say-on-pay) and on the frequency of future say-on-pay votes, with board recommending annual votes.

• Procedures for shareholder proposals and director nominations for the 2027 annual meeting are outlined, with specific deadlines.

Board of directors and corporate governance

• Board consists of seven directors, five of whom are independent; board is divided into three classes with staggered three-year terms.

• Board leadership structure separates chairperson and CEO roles; chairperson is independent.

• Committees include audit, compensation, and nominating/governance, each with defined responsibilities and independent members.

• Board and committees held regular meetings in 2025, with high attendance.

• Policies prohibit hedging, pledging, and short sales by insiders; robust code of conduct and governance guidelines in place.