AbCellera Biologics (ABCL) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 11, 2026, with shareholders voting on director elections, auditor ratification, and executive compensation on a non-binding basis.

• Proxy materials are distributed electronically to reduce costs and environmental impact, with paper copies available upon request.

• Shareholders of record as of April 15, 2026, are entitled to vote, with 305,264,947 common shares outstanding.

Voting matters and shareholder proposals

• Shareholders will elect two class III directors for three-year terms, ratify Ernst & Young LLP as the independent auditor for 2026, and approve a non-binding say-on-pay resolution.

• Shareholder proposals for the 2027 meeting must be received by December 31, 2026, and comply with SEC and BCBCA rules.

• Universal proxy rules require notice for alternative director nominees by April 13, 2027.

Board of directors and corporate governance

• The board consists of five members divided into three staggered classes; nominees for class III are John S. Montalbano and Stephen R. Quake.

• All directors and committee members meet independence requirements; the board has audit, compensation, and nominating/governance committees.

• The board met five times in 2025, with high attendance; committee charters and codes of conduct are publicly available.

• Advance notice provisions and a formal nomination process are in place for director elections.