TransCode Therapeutics (RNAZ) Proxy Filing summary

Executive summary

• Amendment corrects the quorum requirement for the annual meeting, specifying that one-third of outstanding shares entitled to vote, present in person or by proxy, constitutes a quorum for business transactions at the meeting.

• The amendment clarifies that abstentions, withheld votes, and broker non-votes are counted as present for quorum purposes.

• No further changes or supplements to the original proxy statement are made by this amendment.

Voting matters and shareholder proposals

• The annual meeting is scheduled for June 13, 2024, at 9:30 a.m. Eastern Time in Boston, MA.

• Shareholders are advised that if they have already voted, no further action is required unless they wish to change their vote.

Shareholder rights and capital structure

• The quorum for shareholder meetings is defined as one-third of outstanding shares entitled to vote, aligning with the company's amended bylaws and Delaware law.

• Shares voted as “abstain,” “withheld,” or as broker “non-votes” are included in the quorum count.