Biomea Fusion (BMEA) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on June 10, 2026, with voting available online, by phone, or by mail.

• Stockholders will vote on electing two Class II directors and ratifying the appointment of Deloitte & Touche LLP as the independent auditor for 2026.

• Only stockholders of record as of April 13, 2026, are entitled to vote; 72,299,440 shares of common stock are outstanding.

• The company remains an emerging growth company and provides scaled disclosures under the JOBS Act.

Voting matters and shareholder proposals

• Proposal 1: Election of Rainer (Ramses) Erdtmann and Eric Aguiar, M.D. as Class II directors for a three-year term ending in 2029.

• Proposal 2: Ratification of Deloitte & Touche LLP as independent auditor for fiscal year ending December 31, 2026.

• Stockholders may submit proposals for the 2027 meeting by December 28, 2026, or nominate directors with advance notice.

Board of directors and corporate governance

• The board is divided into three classes with staggered three-year terms; current board has six members.

• Majority of directors are independent per Nasdaq rules; only the Interim CEO and President/COO are not independent.

• Board committees include audit, compensation, and nominating/corporate governance, all with independent members.

• The board encourages diversity in expertise, experience, and background, though no formal diversity policy exists.

• Lead independent director role reinforces board independence; board met 11 times in 2025.