PepGen (PEPG) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on June 4, 2025, with voting on director elections and auditor ratification.

• Stockholders of record as of April 8, 2025, are eligible to vote; 32,720,943 shares of common stock are outstanding.

• Proxy materials are distributed primarily via the Internet to reduce costs and environmental impact.

Voting matters and shareholder proposals

• Stockholders will vote on electing three Class III directors for three-year terms and ratifying KPMG LLP as the independent auditor for 2025.

• The board recommends voting FOR all director nominees and FOR auditor ratification.

• Stockholders may submit proposals for the 2026 meeting by December 26, 2025, for proxy inclusion.

Board of directors and corporate governance

• The board is divided into three staggered classes; recent changes increased its size to eight members.

• Board diversity is emphasized, with a mix of gender, backgrounds, and expertise.

• All directors except the CEO are independent; the board separates the chair and CEO roles.

• Committees include audit, compensation, and nominating/governance, all meeting Nasdaq and SEC requirements.

• Annual board and committee self-evaluations are conducted, often with third-party facilitation.