Q32 Bio (QTTB) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on June 12, 2026, with voting on director elections, auditor ratification, and executive compensation approval.

• Stockholders of record as of April 15, 2026, are eligible to vote, with 15,629,463 shares outstanding.

• Proxy materials are distributed via internet to reduce costs and environmental impact, with paper copies available upon request.

Voting matters and shareholder proposals

• Stockholders will vote on electing three Class II directors for three-year terms, ratifying Ernst & Young LLP as auditor, and approving executive compensation on an advisory basis.

• Board recommends voting FOR all proposals.

• Shareholder proposals for the 2027 meeting must be received by December 31, 2026, for inclusion in the proxy statement.

Board of directors and corporate governance

• Board consists of nine members divided into three classes with staggered terms.

• Seven directors are independent per Nasdaq rules; CEO and former CEO are not independent.

• Board committees include audit, compensation, nominating and corporate governance, and research and development, each with defined responsibilities.

• Board diversity includes three female directors and one Asian director.

• Insider trading and code of conduct policies are in place for directors, officers, and employees.