Tenaya Therapeutics (TNYA) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 27, 2026, to be held virtually, allowing all stockholders to participate, submit questions, and vote online.

• Record date for voting is April 1, 2026; proxy materials distributed electronically to reduce costs and environmental impact.

• Board recommends voting FOR all proposals: election of directors, auditor ratification, and equity plan amendment.

Voting matters and shareholder proposals

• Three Class II directors nominated for election to serve until 2029.

• Ratification of Deloitte & Touche LLP as independent auditor for fiscal year ending December 31, 2026.

• Proposal to amend and restate the 2021 Equity Incentive Plan: increase share reserve by ~3% of outstanding shares and remove the 4 million share annual cap from the evergreen provision.

• Shareholders may submit proposals for the 2027 meeting by December 17, 2026, and nominate directors per bylaw procedures.

Board of directors and corporate governance

• Board consists of eight directors, seven of whom are independent; board is divided into three staggered classes.

• Chair and CEO roles are separated to reinforce board independence.

• Four standing committees: audit, compensation, corporate governance and nominating, and science and technology.

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

• Updated director compensation policy in 2025 and 2026, with cash and equity components and annual limits.