PDS Biotechnology (PDSB) Proxy filing summary

Executive summary

• Annual Meeting scheduled for August 10, 2026, to be held virtually, with voting on key proposals including director elections, share authorization, auditor ratification, and executive compensation.

• Record date for voting is June 15, 2026; only shareholders of record on this date may vote.

• Proxy materials are available online, with options for electronic or paper delivery to reduce environmental impact.

Voting matters and shareholder proposals

• Election of two Class B directors (Kamil Ali-Jackson, J.D. and Ilian Iliev, Ph.D.) to serve until the 2029 Annual Meeting.

• Approval sought to amend the Certificate of Incorporation to increase authorized common stock from 150,000,000 to 300,000,000 shares.

• Ratification of KPMG LLP as independent registered public accounting firm for fiscal year ending December 31, 2026.

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

• Shareholder proposals for the 2027 meeting must be submitted by February 26, 2027, for inclusion in proxy materials.

Board of directors and corporate governance

• Board consists of three classes with staggered three-year terms; current board has six members.

• Majority of directors are independent per Nasdaq rules; CEO and Ilian Iliev are not considered independent.

• Board committees include Audit, Compensation, and Nominating and Corporate Governance, each with defined charters and responsibilities.

• Board emphasizes diversity, independence, and regular attendance; five directors attended the 2025 annual meeting.