Septerna (SEPN) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on June 26, 2026, with voting on director elections and auditor ratification.

• Stockholders of record as of April 29, 2026, are eligible to vote; 44,949,189 shares outstanding.

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

• The company qualifies as an “emerging growth company” and provides scaled disclosures.

Voting matters and shareholder proposals

• Two Class II directors are up for election to serve until 2029.

• Ratification of Ernst & Young LLP as independent registered public accounting firm for 2026 is on the agenda.

• Shareholders may submit proposals for the 2027 meeting between February 26 and March 28, 2027.

• Board recommends voting “FOR” all director nominees and auditor ratification.

Board of directors and corporate governance

• Board consists of eight members divided into three staggered classes.

• Majority of directors are independent per Nasdaq and SEC rules.

• Four standing committees: audit, compensation, nominating and corporate governance, and research and development.

• Board leadership is separated between CEO and Chairman roles.

• Directors are expected to attend at least 75% of meetings and annual meetings.