Aprea Therapeutics (APRE) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on June 16, 2026, with stockholders able to vote online, by phone, or by mail.

• Six proposals are up for vote, including director elections, auditor ratification, a reverse stock split, executive compensation, say-on-pay frequency, and potential adjournment.

• The Board recommends voting FOR all proposals and provides detailed instructions for participation and voting.

Voting matters and shareholder proposals

• Proposal 1: Elect three Class I directors for three-year terms expiring in 2029.

• Proposal 2: Ratify EisnerAmper LLP as independent auditor for 2026.

• Proposal 3: Approve a reverse stock split at a ratio between 1-for-3 and 1-for-8, at the Board's discretion, to maintain Nasdaq listing.

• Proposal 4: Advisory vote on executive compensation (say-on-pay).

• Proposal 5: Advisory vote on frequency of future say-on-pay votes, with annual votes recommended.

• Proposal 6: Approve adjournment of the meeting if more time is needed to solicit votes for Proposal 3.

Board of directors and corporate governance

• Board consists of nine members divided into three staggered classes; majority are independent.

• Nominating and Corporate Governance Committee oversees board composition, diversity, and succession planning.

• Board leadership is separated, with an independent Chairman and a CEO.

• Four standing committees: Audit, Compensation, Nominating and Corporate Governance, and Research & Development.

• Board and committees conduct regular self-evaluations and meet independence standards.