Septerna (SEPN) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on June 17, 2025, with shareholders able to vote and submit questions online.

• Shareholders will vote on electing two Class I directors and ratifying Ernst & Young LLP as the independent auditor for 2025.

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

• Only stockholders of record as of April 21, 2025, are entitled to vote at the meeting.

Voting matters and shareholder proposals

• Shareholders will elect two Class I directors for three-year terms and ratify the appointment of Ernst & Young LLP as auditor.

• The board recommends voting FOR both director nominees and the auditor ratification.

• Shareholders may submit proposals for the 2026 meeting by December 30, 2025, and must follow advance notice procedures for other business.

Board of directors and corporate governance

• The board is divided into three classes with staggered three-year terms; current nominees are Abraham Bassan and Alan Ezekowitz.

• Board committees include audit, compensation, and nominating/governance, each with defined charters and independent members.

• The chairman and CEO roles are separated to enhance governance and oversight.

• Board diversity and independence are emphasized, with most directors meeting Nasdaq and SEC independence standards.