Sutro Biopharma (STRO) Proxy filing summary

Voting matters and shareholder proposals

• Election of three Class II directors: Jane Chung, Connie Matsui, and James Panek, with board recommending a vote for all nominees.

• Ratification of Ernst & Young LLP as independent registered public accounting firm for fiscal year ending December 31, 2026, recommended for approval.

• Advisory vote to approve compensation of named executive officers, with board recommending approval.

Board of directors and corporate governance

• Board is seeking shareholder approval for the election of three Class II directors at the 2026 annual meeting.

Executive compensation and say-on-pay

• Advisory vote on executive compensation is included, allowing shareholders to express approval or disapproval of named executive officer pay.