Tyra Biosciences (TYRA) Proxy filing summary

Executive summary

• Annual Meeting scheduled for May 28, 2026, will be held virtually, allowing online participation and voting.

• Proxy materials are primarily distributed electronically to reduce costs and paper usage, with printed copies available upon request.

• Record date for voting eligibility is April 2, 2026, with 59,485,237 shares of Common Stock outstanding and entitled to vote.

Voting matters and shareholder proposals

• Shareholders will vote to elect three Class II directors for a three-year term expiring at the 2029 Annual Meeting.

• Ratification of Ernst & Young LLP as independent registered public accounting firm for fiscal year ending December 31, 2026.

• Board recommends voting FOR all director nominees and FOR auditor ratification.

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

Board of directors and corporate governance

• Board consists of nine authorized directors post-meeting, divided into three staggered classes with three-year terms.

• All directors except the CEO are independent per Nasdaq standards.

• Four standing committees: Audit, Compensation, Nominating and Corporate Governance, and Science and Technology.

• Board leadership is separated between the Chairman and CEO roles.

• Annual board and committee performance evaluations are conducted.