OnKure Therapeutics (OKUR) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 3, 2026, with voting available online, by phone, or by mail.

• Key proposals include electing three Class II directors, ratifying KPMG as auditor, and amending the 2024 Equity Incentive Plan.

• Only stockholders of record as of April 16, 2026, are entitled to vote.

• The Board recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Proposals: elect three Class II directors for terms expiring 2029, ratify KPMG as auditor for 2026, and amend the 2024 Equity Incentive Plan to increase share reserve by 8% and remove the annual evergreen cap.

• Board recommends voting “FOR” all proposals.

• Shareholders may submit proposals for the 2027 meeting by December 22, 2026, or nominate directors per bylaw deadlines.

Board of directors and corporate governance

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

• AIB, a major investor, has the right to designate a board member as long as it holds at least 50% of its PIPE shares.

• Board leadership is separated: Andrew Phillips is chairperson, CEO is Nicholas Saccomano.

• Three standing committees: Audit, Compensation, and Nominating & Corporate Governance, each with defined charters and independent membership.

• Board and committees met regularly, with all directors attending at least 75% of meetings.