Zura Bio (ZURA) Proxy filing summary

Executive summary

• Annual general meeting scheduled for June 17, 2026, with virtual and physical attendance options; record date is April 20, 2026.

• Four key proposals up for shareholder vote: election of eight directors, ratification of the auditor, approval of an amended equity incentive plan, and potential adjournment to solicit more proxies.

• Board recommends voting FOR all proposals; proxy materials distributed via full set delivery and available online.

Voting matters and shareholder proposals

• Proposal 1: Elect eight directors to serve until the next annual meeting or until successors are elected.

• Proposal 2: Ratify WithumSmith + Brown, PC as independent auditor for fiscal year ending December 31, 2026.

• Proposal 3: Approve amended and restated 2023 Equity Incentive Plan, expanding share reserve calculation to include pre-funded warrants.

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

• Shareholder proposals for the 2027 meeting must be submitted by December 30, 2026, following specific procedures.

Board of directors and corporate governance

• Board will consist of eight members post-meeting, with a majority deemed independent under Nasdaq standards.

• Chair and CEO roles are separated to reinforce board independence; Amit Munshi serves as independent chair.

• Board committees include Audit, Compensation, Nominating and Governance, and Research and Development.

• Regular executive sessions held with only independent directors; board and committees met multiple times in 2025.

• Shareholder communications with the board are encouraged and facilitated.