ProKidney (PROK) Proxy filing summary

Executive summary

• The annual meeting is scheduled for May 28, 2026, both in-person and virtually, with voting on director elections and auditor ratification as primary business.

• Proxy materials are distributed primarily online to reduce costs and environmental impact, with options for paper copies upon request.

• Shareholders of record as of April 8, 2026, are eligible to vote, with detailed instructions for voting by internet, phone, mail, or in person.

Voting matters and shareholder proposals

• Shareholders will vote to elect three Class I directors for three-year terms and to ratify Ernst & Young LLP as the independent auditor for 2026.

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

• Shareholder proposals for the 2027 meeting must be submitted by December 18, 2026, with specific advance notice requirements.

Board of directors and corporate governance

• The board consists of eight members divided into three staggered classes; six are independent, including the Lead Independent Director.

• Corporate governance guidelines address board composition, director qualifications, and annual performance evaluations.

• The company completed a domestication and restructuring from the Cayman Islands to Delaware effective July 1, 2025.

• Four standing committees: Audit, Talent and Compensation, Nominating and Corporate Governance, and Research & Development.

• Board leadership is currently separated between the CEO and Chairman roles.