Arcutis Biotherapeutics (ARQT) Proxy filing summary

Executive summary

• Annual Meeting scheduled for June 5, 2026, to be held virtually, with record date of April 8, 2026, and 125,073,249 shares outstanding and entitled to vote.

• Three main proposals: election of three Class III directors, ratification of Ernst & Young LLP as auditor for 2026, and advisory approval of executive compensation.

• Board recommends voting FOR all proposals; voting can be done online, by phone, mail, or during the virtual meeting.

Voting matters and shareholder proposals

• Proposal 1: Elect three Class III directors (Patrick J. Heron, Neha Krishnamohan, Todd Franklin Watanabe) for terms expiring 2029.

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

• Proposal 3: Approve, on a non-binding advisory basis, the compensation of named executive officers.

• Board recommends FOR all proposals; plurality required for directors, majority of votes cast for other proposals.

Board of directors and corporate governance

• Board consists of nine directors divided into three staggered classes; eight are independent per Nasdaq rules.

• Separate Chair (Keith Leonard) and CEO roles; regular executive sessions for independent directors.

• Board committees: Audit, Compensation, and Nominating & Corporate Governance, all comprised of independent directors.

• Board and committees met regularly in 2025, with high attendance.

• Board skills include executive management, dermatology, finance, IT, commercialization, and legal expertise.