TScan Therapeutics (TCRX) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on May 20, 2026, with voting available online, by phone, or by mail.

• Four proposals are up for shareholder vote: election of two Class II directors, ratification of Deloitte & Touche LLP as auditor, approval to increase authorized voting common stock, and approval to adjourn the meeting if needed.

• The board recommends voting in favor of all proposals.

• Only shareholders of record as of April 15, 2026, are entitled to vote.

Voting matters and shareholder proposals

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

• Proposal 2: Ratify Deloitte & Touche LLP as independent auditor for fiscal year ending December 31, 2026.

• Proposal 3: Approve 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.

• Shareholder proposals for the 2027 meeting must be received by December 18, 2026, for proxy inclusion.

Board of directors and corporate governance

• The board is divided into three classes with staggered three-year terms; current board has seven members.

• Majority of directors are independent; only the CEO is not considered independent.

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

• Directors are evaluated based on ethics, business judgment, and complementary skills.

• Non-employee directors receive cash and equity compensation, with annual and initial stock option grants.