Stoke Therapeutics (STOK) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on June 3, 2026, with voting and Q&A available online.

• Proxy materials are distributed primarily via the Internet to reduce costs and environmental impact.

• Only stockholders of record as of April 7, 2026, are entitled to vote; 62,271,082 shares outstanding.

• A quorum requires a majority of voting power present or represented by proxy.

Voting matters and shareholder proposals

• Three proposals: election of three Class I directors, ratification of Ernst & Young LLP as auditor, and advisory approval of executive compensation.

• Board recommends voting FOR all proposals.

• Shareholders may submit additional proposals or director nominations for future meetings, subject to bylaw requirements.

Board of directors and corporate governance

• Board is divided into three classes with staggered three-year terms.

• Seven of nine directors are independent per Nasdaq and SEC rules.

• Separate CEO and Chair roles enhance accountability and independence.

• Four standing committees: Audit, Compensation, Nominating and Corporate Governance, and Research and Development.

• Board and committees met regularly in 2025; all directors attended at least 75% of meetings.

• Board encourages diversity, experience, and regular evaluation of director nominees.