Revolution Medicines (RVMD) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 18, 2026, with shareholders able to vote online, by phone, or by mail.

• Shareholders will vote on electing two Class III directors, ratifying the appointment of the independent auditor, and approving executive compensation on an advisory basis.

• Only holders of common stock as of April 23, 2026, are eligible to vote; 212,592,561 shares were outstanding as of the record date.

• The board recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Proposal 1: Elect two Class III directors (Alexis Borisy and Mark A. Goldsmith, M.D., Ph.D.) to serve until the 2029 annual meeting.

• Proposal 2: Ratify PricewaterhouseCoopers LLP as independent registered public accounting firm for fiscal year ending December 31, 2026.

• Proposal 3: Approve, on a non-binding advisory basis, the compensation of named executive officers (Say-on-Pay).

• Shareholders may submit proposals for the 2027 annual meeting by January 8, 2027, with additional nomination windows per bylaws.

Board of directors and corporate governance

• The board is divided into three classes with staggered three-year terms; currently nine directors serve.

• All directors except the CEO are considered independent under Nasdaq rules.

• The board has Audit, Compensation, Nominating and Corporate Governance, Research and Development, and Commercialization Committees, all with independent members.

• The lead independent director presides over executive sessions; the board regularly reviews its leadership structure.

• Corporate governance guidelines and a code of business conduct and ethics are in place and publicly available.