Oncolytics Biotech (ONCY) Proxy filing summary

Executive summary

• Virtual annual meeting set for November 19, 2026, at 4:00 p.m. ET; September 22, 2026 record date, with 131,120,719 common shares outstanding.

• Proposals cover seven director elections, Baker Tilly’s auditor appointment, advisory executive compensation approval, and advisory say-on-pay frequency.

Voting matters and shareholder proposals

• Seven nominees: Jared Kelly, Bernd R. Seizinger, Deborah M. Brown, James T. Parsons, Jonathan Rigby, Patricia S. Andrews, and Stephen Glover; plurality voting, with the seven highest vote-getters elected.

• Board recommends FOR auditor ratification and say-on-pay; each passes when FOR votes exceed AGAINST votes, and both votes are non-binding where applicable.

• Board recommends say-on-pay votes every three years, citing multi-year drug-development milestones; the frequency alternative with the most votes is preferred.

• Rule 14a-8 proposals for the 2027 annual meeting are due by July 22, 2027, unless the meeting date shifts by more than 30 days.

Board of directors and corporate governance

• Jared Kelly became CEO June 11, 2025, succeeding interim CEO Wayne Pisano; the Board has nine members and will have seven after the meeting as Angela Holtham and Pisano conclude their terms.

• All directors stand for annual election; six current nominees are determined independent under Nasdaq standards.

• Wayne Pisano is Board Chair; no formal CEO-chair separation policy exists, though the current roles are separate to support independent oversight.

• In 2025, the Board held seven formal meetings and took 17 unanimous written-consent actions; each incumbent attended at least 75% of Board and committee meetings.