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 increase, auditor ratification, and executive compensation approval.

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

• Only stockholders of record as of June 15, 2026, are entitled to vote.

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 the compensation of named executive officers (say-on-pay).

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

Board of directors and corporate governance

• Board consists of six members divided into three classes, with staggered three-year terms.

• 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 independent membership.

• Board emphasizes diversity of thought, background, and experience.

• Directors are expected to attend all meetings; all attended at least 75% of meetings in 2025.