PepGen (PEPG) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 18, 2026, with voting on director elections and auditor ratification.

• Proxy materials are distributed electronically to reduce costs and environmental impact.

• Only stockholders of record as of April 21, 2026, are eligible to vote.

• The company remains an emerging growth company and provides scaled disclosures under the JOBS Act.

Voting matters and shareholder proposals

• Stockholders will vote on electing three Class I directors for three-year terms and ratifying KPMG LLP as the independent auditor for 2026.

• Board recommends voting FOR all director nominees and auditor ratification.

• Shareholders may submit proposals for the 2027 meeting between February 18, 2027, and March 20, 2027.

• Proposals for inclusion in the 2027 proxy must be received by December 30, 2026.

Board of directors and corporate governance

• The board is divided into three staggered classes, each serving three-year terms.

• Nominees for Class I directors: Howard Mayer, Joshua Resnick, and Lisa Wyman, all with significant industry experience.

• Board committees include audit, compensation, and nominating/governance, all composed of independent directors.

• The chair and CEO roles are separated to enhance governance.

• Annual board and committee self-evaluations are conducted.