Taysha Gene Therapies (TSHA) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for June 2, 2025, to be held virtually, with record date of April 3, 2025.

• Key proposals include election of two directors, ratification of Deloitte & Touche LLP as auditor, and approval to increase authorized common stock from 400M to 700M shares.

• Shareholders can vote online, by phone, or by mail, and may submit questions in advance.

Voting matters and shareholder proposals

• Proposal 1: Elect Class II directors Phillip B. Donenberg and Sukumar Nagendran for terms expiring 2028.

• Proposal 2: Ratify Deloitte & Touche LLP as independent auditor for 2025.

• Proposal 3: Approve amendment to increase authorized common stock to 700M shares.

• Shareholder proposals and director nominations for 2026 must be submitted between Feb 2 and Mar 4, 2026.

Board of directors and corporate governance

• Board consists of six members, with a mix of industry, financial, and scientific expertise; two women and two racially/ethnically diverse members.

• Four directors are independent per Nasdaq standards; CEO serves as Board Chair.

• Board has Audit, Compensation, Nominating and Corporate Governance, and Clinical and Scientific Committees.

• Board met five times in 2024; all directors attended at least 75% of meetings.