Neumora Therapeutics (NMRA) Proxy filing summary

Executive summary

• Annual Meeting scheduled for May 27, 2026, to be held virtually, with voting on key proposals including director elections, auditor ratification, executive compensation, and frequency of say-on-pay votes.

• Only stockholders of record as of April 7, 2026, are eligible to vote; 182,688,076 shares outstanding as of the record date.

• Proxy materials and annual report are available online; multiple voting methods are provided, including internet, phone, and mail.

Voting matters and shareholder proposals

• Election of three Class III directors to serve until 2029.

• Ratification of Ernst & Young LLP as independent auditor for 2026.

• Advisory vote on executive compensation (say-on-pay).

• Advisory vote on frequency of future say-on-pay votes, with Board recommending annual votes.

• Procedures for submitting shareholder proposals and director nominations for the 2027 meeting are detailed.

Board of directors and corporate governance

• Board consists of six directors divided into three staggered classes; majority are independent per Nasdaq rules.

• Board committees: Audit, Compensation, and Nominating & Corporate Governance, all comprised of independent directors.

• Board leadership structure combines CEO and Chairman roles; Board reviews structure periodically.

• Corporate Governance Guidelines and Code of Business Conduct and Ethics are in place and disclosed.