Nuvalent (NUVL) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 16, 2026, with voting on director elections, executive compensation, and auditor ratification.

• Stockholders of record as of April 20, 2026, are eligible to vote; Class A shares have voting rights, while Class B shares are non-voting except as required by law.

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

Voting matters and shareholder proposals

• Election of two Class II directors, Michael L. Meyers and Ron Squarer, for three-year terms expiring at the 2029 annual meeting.

• Advisory vote on executive compensation (say-on-pay) and ratification of KPMG LLP as independent auditor for 2026.

• Board recommends voting FOR all proposals; other business may be transacted as appropriate.

• Procedures for submitting shareholder proposals and director nominations for the 2027 meeting are outlined, with deadlines and requirements specified.

Board of directors and corporate governance

• Board consists of nine members divided into three staggered classes; following the meeting, the board will be reduced to eight members.

• Majority of directors are independent per Nasdaq rules; CEO is not independent.

• Chairperson and CEO roles are separated; board diversity and qualifications are emphasized in director selection.

• Board committees include audit, compensation, and nominating/governance, each with defined responsibilities and independent membership.

• Annual board and committee self-evaluations are conducted to ensure effectiveness.