Xilio Therapeutics (XLO) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 10, 2026, to elect four Class II directors, ratify the selection of Ernst & Young LLP as auditor for 2026, and approve the Amended and Restated 2021 Stock Incentive Plan.

• Only stockholders of record as of April 16, 2026, are entitled to vote; voting can be done online, by phone, or by mail.

• The board unanimously recommends voting for all proposals.

Voting matters and shareholder proposals

• Four Class II directors are nominated for three-year terms expiring at the 2029 annual meeting.

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

• Approval sought for the Amended and Restated 2021 Stock Incentive Plan, which modifies the evergreen provision to include prefunded warrants in the annual share reserve calculation.

• Shareholders may submit proposals for the 2027 annual meeting by December 29, 2026.

Board of directors and corporate governance

• The board is divided into three classes with staggered three-year terms; after the 2026 meeting, each class will have three directors.

• The board has audit, compensation, nominating and corporate governance, and research and development committees, all with independent members except the CEO.

• The chair of the board is independent and separate from the CEO role.

• Directors are selected based on integrity, experience, and alignment with stockholder interests.