Pyxis Oncology (PYXS) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 15, 2026, with stockholders able to vote and submit questions online.

• Stockholders will vote on electing three Class II directors and ratifying Ernst & Young LLP as the independent auditor for 2026.

• The record date for voting is April 20, 2026, with 62,855,464 shares outstanding.

• Proxy materials are distributed electronically, with printed copies available upon request to reduce costs and environmental impact.

Voting matters and shareholder proposals

• Proposal One: Election of Thomas Civik, Freda Lewis-Hall, M.D., and Michael A. Metzger as Class II directors, recommended by the Board.

• Proposal Two: Ratification of Ernst & Young LLP as independent auditor for fiscal year ending December 31, 2026, also recommended by the Board.

• Stockholders may submit additional proposals or nominations per SEC and bylaw requirements.

Board of directors and corporate governance

• The Board consists of eight directors divided into three classes with staggered three-year terms.

• All directors except the Interim CEO and Dr. Dupont are considered independent under Nasdaq and SEC rules.

• The Board has four standing committees: Audit, Compensation, Nominating and Corporate Governance, and Research & Development.

• Annual Board and committee evaluations are conducted, and all directors attended at least 75% of meetings in 2025.

• Corporate governance guidelines, code of conduct, and policies on hedging, pledging, and insider trading are in place.