Annexon (ANNX) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 11, 2026, to be held virtually, with voting available online, by phone, or by mail.

• Four key proposals are up for vote: election of two Class III directors, ratification of KPMG LLP as auditor, advisory approval of executive compensation, and an amendment to increase authorized common stock.

• The board recommends voting in favor of all proposals.

• Only shareholders of record as of April 13, 2026, are entitled to vote.

Voting matters and shareholder proposals

• Proposal 1: Elect two Class III directors to serve until 2029.

• Proposal 2: Ratify KPMG LLP as independent auditor for fiscal year ending December 31, 2026.

• Proposal 3: Advisory vote on executive compensation (say-on-pay).

• Proposal 4: Approve amendment to increase authorized common stock from 300,000,000 to 500,000,000 shares.

• Shareholder proposals for the 2027 meeting must be submitted by December 28, 2026, for inclusion in proxy materials.

Board of directors and corporate governance

• The board consists of eight members divided into three classes, with staggered three-year terms.

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

• The roles of board chair and CEO are separated.

• Four standing committees: Audit, Compensation, Nominating and Corporate Governance, and Science and Technology.

• Board diversity is considered in director nominations, with 56% female employees and 24% from diverse backgrounds as of March 2026.