Prelude Therapeutics (PRLD) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on June 12, 2025, to elect directors, ratify the auditor, and approve an amendment to increase authorized non-voting common stock.

• Only stockholders of record as of April 16, 2025, are entitled to vote; 43,610,222 shares were outstanding on that date.

• Voting can be done online, by phone, or by mail, and proxies may be revoked before the meeting.

• The company is an emerging growth and smaller reporting company, using reduced disclosure requirements.

Voting matters and shareholder proposals

• Proposal 1: Elect two Class II directors for three-year terms.

• Proposal 2: Ratify Ernst & Young LLP as independent auditor for fiscal 2025.

• Proposal 3: Approve amendment to increase authorized non-voting common stock from 12,850,259 to 112,850,259, and total common stock from 500,000,000 to 600,000,000.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board is divided into three classes; Class II nominees are Martin Babler and Victor Sandor.

• Majority of directors are independent; CEO and Board Chair roles are separated.

• Board committees: Audit, Compensation, and Nominating & Corporate Governance, all with independent members.

• Board met five times in 2024; all directors attended at least 75% of meetings.

• Corporate governance guidelines, code of ethics, and insider trading policy are in place.