Precision BioSciences (DTIL) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on May 21, 2026, with voting on key proposals including director elections, auditor ratification, executive compensation, incentive plan amendments, officer exculpation, and potential adjournment to solicit more proxies.

• Shareholders of record as of March 25, 2026, are entitled to vote, with each share carrying one vote; a majority of shares is required for quorum.

• The Board recommends voting in favor of all proposals and emphasizes the importance of shareholder participation.

Voting matters and shareholder proposals

• Election of Melinda Brown and Geno Germano as Class I directors for terms expiring in 2029.

• Ratification of Deloitte & Touche LLP as independent auditor for 2026.

• Advisory approval of executive compensation (say-on-pay).

• Approval of amendment and restatement of the 2019 Incentive Award Plan to add 3,800,000 shares.

• Approval of an amendment to the Certificate of Incorporation for officer exculpation under Delaware law.

• Approval to adjourn the meeting if more votes are needed for any proposal.

Board of directors and corporate governance

• The Board is divided into three classes with staggered terms; current nominees and continuing directors have extensive industry, financial, and governance experience.

• Four standing committees: audit, compensation, nominating and corporate governance, and science and technology, each with defined responsibilities and independent members.

• Corporate Governance Guidelines and Code of Conduct are in place, with policies on insider trading, anti-hedging, and clawbacks.

• Board diversity and director nomination processes emphasize a mix of skills, experience, and backgrounds.