PDS Biotechnology (PDSB) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for June 11, 2025, to be held virtually, with voting on key proposals including director elections, equity plan amendment, auditor ratification, and executive compensation advisory vote.

• Only stockholders of record as of April 17, 2025, are eligible to vote; multiple voting methods are available including online, phone, and mail.

• Board recommends voting in favor of all proposals; preliminary and final voting results will be disclosed via Form 8-K.

Voting matters and shareholder proposals

• Election of two Class A directors (Stephen Glover and Gregory Freitag) to serve until 2028.

• Approval sought for amendment to the 2014 Equity Incentive Plan to increase authorized shares from 6,565,535 to 9,709,584.

• Ratification of KPMG LLP as independent auditor for fiscal year 2025.

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

• Procedures for shareholder proposals and director nominations for the 2026 meeting are outlined, with specific deadlines.

Board of directors and corporate governance

• Board consists of six members post-meeting, with a majority deemed independent under Nasdaq rules.

• Board leadership is separated between Chairman and CEO roles to reinforce independence.

• Board diversity and attendance are emphasized; all directors attended at least 75% of meetings in 2024.

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

• Code of Conduct and ethics policies apply to all directors, officers, and employees.