Replimune Group (REPL) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on September 15, 2026, with all stockholders of record as of July 21, 2026, eligible to vote on key proposals and participate online.

• Stockholders will vote on ratifying the independent auditor, approving executive compensation, and amending the certificate of incorporation to increase authorized shares.

• The Board recommends voting in favor of all proposals and emphasizes the importance of stockholder participation for quorum and governance.

Voting matters and shareholder proposals

• Proposal 1: Ratification of PricewaterhouseCoopers LLP as independent auditor for fiscal year ending March 31, 2027.

• Proposal 2: Non-binding advisory approval of named executive officer compensation for fiscal year ended March 31, 2026.

• Proposal 3: Amendment to increase authorized common stock from 150,000,000 to 300,000,000 shares.

• Board unanimously recommends voting “FOR” all proposals.

• Stockholders may submit additional proposals or nominations per bylaw procedures for future meetings.

Board of directors and corporate governance

• Board currently consists of ten members, divided into three staggered classes; two Class II vacancies will be created after the meeting.

• Recent leadership changes include a new CEO, Executive Chairman, and Lead Independent Director.

• All directors except the CEO and Executive Chairman are considered independent under Nasdaq and SEC rules.

• Board committees include Audit, Compensation, Nominating and Corporate Governance, and Research & Development, each with defined charters and independent membership.

• The Board regularly reviews its composition, committee structure, and director qualifications to ensure alignment with company strategy.