Candel Therapeutics (CADL) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 23, 2026, with shareholders able to vote and submit questions online.

• Proxy materials are distributed primarily via internet to reduce costs and environmental impact, with print copies available upon request.

• Only shareholders of record as of April 24, 2026, are entitled to vote.

Voting matters and shareholder proposals

• Shareholders will vote to elect four Class II directors for three-year terms and to ratify KPMG LLP as the independent auditor for 2026.

• Shareholder proposals for the 2027 meeting must be received by December 30, 2026, to be included in the proxy statement.

• Universal proxy rules and advance notice procedures apply for director nominations and other business.

Board of directors and corporate governance

• The board consists of ten members divided into three staggered classes, with detailed biographies and qualifications provided for each director.

• The board has audit, compensation, and nominating/governance committees, all composed of independent directors except the CEO.

• The board chair is separate from the CEO, supporting independent oversight and risk management.

• Insider trading and hedging policies prohibit short sales and derivative transactions by insiders.