Summit Therapeutics (SMMT) Proxy filing summary

Executive summary

• Special meeting seeks approval to increase authorized common shares by 1 billion, from 1 billion to 2 billion, to support preferred-share conversion and other corporate uses.

• A $2 billion private placement with AstraZeneca Holdings B.V. closed October 5, 2026; its preferred shares can convert into 108,955,369 common shares, subject to conditions.

Voting matters and shareholder proposals

• Proposal 1 requires approval of a charter amendment; the Board recommends FOR, and approval requires a majority of votes cast at the meeting.

• October 1, 2026 is the record date; each common share carries one vote, and 399,863,210 shares must be represented for a quorum.

• The virtual special meeting date and voting deadlines remain placeholders in the filing; eligible holders can vote online, by phone, mail, or during the meeting.

Board of directors and corporate governance

• The Board unanimously adopted the charter amendment, deemed it advisable and in stockholders’ best interests, and will determine filing timing after stockholder approval.

• If approved, the Board may issue newly authorized shares for proper corporate purposes without further stockholder action, subject to applicable law and exchange rules.