TScan Therapeutics (TCRX) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on May 20, 2026, to vote on four key proposals, including director elections, auditor ratification, an amendment to increase authorized shares, and a potential adjournment if needed for further proxy solicitation.

• Stockholders of record as of April 15, 2026, are entitled to vote, with 55,824,722 shares of voting common stock outstanding.

• The board recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Proposal 1: Elect two Class II directors (Katina Dorton and R. Keith Woods) for three-year terms expiring in 2029.

• Proposal 2: Ratify Deloitte & Touche LLP as independent auditor for fiscal year 2026.

• Proposal 3: Approve an amendment to increase authorized voting common stock from 300M to 600M shares.

• Proposal 4: Approve adjournment of the meeting if more time is needed to solicit votes for Proposal 3.

• Stockholders may submit proposals for the 2027 meeting by December 18, 2026, and director nominations must follow advance notice procedures.

Board of directors and corporate governance

• The board is divided into three classes with staggered terms; currently consists of seven members.

• All directors except the CEO are considered independent under Nasdaq and SEC rules.

• Board committees include audit, compensation, nominating and corporate governance, and research and clinical development.

• The board separates the roles of chair and CEO and emphasizes risk oversight through its committees.

• Directors are expected to attend at least 75% of meetings and the annual meeting.