Nkarta (NKTX) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 10, 2026, with voting on four key proposals, including director elections, auditor ratification, executive compensation, and the frequency of future say-on-pay votes.

• Stockholders of record as of April 17, 2026, are eligible to vote, with instructions provided for online, phone, and mail voting.

• The Board recommends voting for all director nominees, for auditor ratification, for executive compensation, and for annual say-on-pay votes.

Voting matters and shareholder proposals

• Election of two Class III directors (Ali Behbahani and Zachary Scheiner) to serve until 2029.

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

• Advisory approval of named executive officer compensation.

• Advisory vote on holding future say-on-pay votes annually.

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

Board of directors and corporate governance

• The Board consists of eight directors divided into three classes with staggered terms.

• Majority of directors are independent under Nasdaq standards; CEO is not independent.

• Separate roles for CEO and Chairman; Dr. Behbahani serves as independent Chairman.

• Four standing committees: Audit, Compensation, Nominating and Governance, and Science and Technology.

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

• Succession planning for executive leadership is periodically reviewed.