RAPT Therapeutics (RAPT) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 29, 2025, to be held virtually, with record date set as April 4, 2025.

• Key proposals include director election, auditor ratification, executive compensation, reverse stock split, and equity plan approvals.

• Board recommends voting in favor of all proposals and for annual say-on-pay frequency.

Voting matters and shareholder proposals

• Election of Dr. Michael F. Giordano as Class III director for a term expiring 2028.

• Ratification of Ernst & Young LLP as independent auditor for 2025.

• Advisory vote on executive compensation and on frequency of future say-on-pay votes (Board recommends annual vote).

• Approval of a one-for-eight reverse stock split at Board discretion.

• Approval of 2025 Equity Incentive Plan and amendment to 2019 Employee Stock Purchase Plan (removal of evergreen, addition of 4M shares).

• Shareholder proposals for 2026 meeting must be submitted by December 15, 2025, for inclusion in proxy materials.

Board of directors and corporate governance

• Board reduced to five members following Dr. Robbins' departure.

• Board is majority independent; CEO and Chair roles are separated.

• Board committees (Audit, Compensation, Nominating/Governance) are fully independent.

• Board and committees met regularly in 2024; most directors attended at least 75% of meetings.

• Board diversity and experience are emphasized in director selection.