Cartesian Therapeutics (RNAC) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on June 12, 2026, with shareholders able to vote electronically and submit questions online.

• Shareholders of record as of April 14, 2026, are entitled to vote on key proposals, including director elections, executive compensation, and auditor ratification.

• The Board recommends voting in favor of all proposals, including the election of three Class I Directors, approval of executive compensation, and ratification of Ernst & Young LLP as auditor.

Voting matters and shareholder proposals

• Proposal 1: Election of Michael Singer, Timothy A. Springer, and Patrick Zenner as Class I Directors to serve until 2029.

• Proposal 2: Non-binding advisory approval of named executive officer compensation.

• Proposal 3: Ratification of Ernst & Young LLP as independent registered public accounting firm for 2026.

• No other business is expected, but proxies may vote on unforeseen matters at their discretion.

Board of directors and corporate governance

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

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

• The Board has established Audit, Compensation, Nominating and Corporate Governance, and Science and Technology Committees.

• The Board emphasizes diversity, inclusion, and annual self-evaluations to ensure effective governance.