Prelude Therapeutics (PRLD) Proxy filing summary

Executive summary

• Annual Meeting scheduled for June 9, 2026, to be held virtually, with voting access provided to all shareholders of record as of April 16, 2026.

• Four main proposals: election of three Class III directors, ratification of Ernst & Young LLP as auditor, advisory approval of executive compensation, and advisory vote on frequency of executive compensation votes.

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

• Forward-looking statements are included, with caution regarding reliance on such statements.

Voting matters and shareholder proposals

• Shareholders will vote on electing three Class III directors for three-year terms, ratifying the auditor, approving executive compensation (say-on-pay), and determining the frequency of future say-on-pay votes.

• Board recommends voting FOR all director nominees, FOR auditor ratification, FOR executive compensation, and FOR a one-year frequency for say-on-pay votes.

• Shareholders may submit proposals for the 2027 annual meeting by specified deadlines and procedures.

Board of directors and corporate governance

• Board is divided into three classes with staggered three-year terms; current nominees are Krishna Vaddi, Paul Scherer, and Katina Dorton.

• Board leadership is separated between CEO and Chair roles to enhance oversight.

• Board committees include Audit, Compensation, and Nominating and Corporate Governance, each with defined responsibilities and independent membership.

• Corporate Governance Guidelines and a Code of Business Conduct and Ethics are in place.

• Board and committees met regularly in 2025, with high attendance.