Adicet Bio (ACET) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 17, 2026, with shareholders able to vote and submit questions online.

• Shareholders will vote on electing three Class II directors, a non-binding advisory vote on executive compensation, and ratification of KPMG LLP as the independent auditor for 2026.

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

Voting matters and shareholder proposals

• Proposals include electing three Class II directors for terms expiring in 2029, a say-on-pay advisory vote, and ratification of KPMG LLP as auditor.

• Shareholders of record as of April 21, 2026, are entitled to vote; each share equals one vote, with no cumulative voting.

• Stockholder proposals for the 2027 meeting must be received by December 29, 2026, for inclusion in the proxy statement.

• Advance notice procedures apply for nominations and other business at the annual meeting.

Board of directors and corporate governance

• The board is divided into three classes with staggered three-year terms; current nominees are Jeffrey Chodakewitz, Steve Dubin, and Michael Grissinger.

• All directors except the CEO are considered independent under Nasdaq and SEC rules.

• The board has Audit, Compensation, and Nominating and Corporate Governance Committees, each with defined responsibilities and independent members.

• The Lead Director role is separate from the CEO; the chairperson role is currently vacant.

• Directors are expected to attend at least 75% of meetings and the annual meeting.