Cue Biopharma (CUE) investor relations material

Executive summary

• Special Meeting scheduled for June 1, 2026, to vote on three key proposals, held virtually to maximize shareholder participation.

• Proposals include approval of share issuance related to a licensing transaction, a new stock incentive plan, and potential adjournment for further proxy solicitation.

• Board recommends voting in favor of all proposals, emphasizing their importance for future growth and talent retention.

Voting matters and shareholder proposals

• Proposal 1 seeks approval for issuing up to 4,642,632 shares upon exercise of warrants from a May 2026 licensing transaction and private placement, exceeding 20% of pre-issuance shares.

• Proposal 2 requests approval of the 2026 Stock Incentive Plan, replacing the 2025 plan, to address dilution and retain key talent.

• Proposal 3 allows adjournment of the meeting if more time is needed to secure votes for Proposals 1 and/or 2.

• Shareholder proposals for the 2027 annual meeting must be submitted by November 16, 2026, for inclusion in proxy materials.

Board of directors and corporate governance

• Recent executive changes include the appointment of Shao-Lee Lin as President, CEO, and director as of April 30, 2026.

• Board and compensation committee oversee the new incentive plan and proxy solicitation.

• Voting and support agreements are being sought from holders of approximately 20% of outstanding shares.