Celldex Therapeutics (CLDX) Proxy filing summary

Executive summary

• Annual Meeting scheduled for June 25, 2026, to be held virtually; record date is April 27, 2026.

• Key proposals include election of nine directors, ratification of auditor, amendment to equity plan, and advisory vote on executive compensation.

• Board recommends voting FOR all proposals.

• Company focuses on antibody-based therapeutics for allergic, inflammatory, and autoimmune disorders, with lead programs in late-stage clinical development.

Voting matters and shareholder proposals

• Proposals: elect nine directors, ratify PricewaterhouseCoopers LLP as auditor for 2026, amend 2021 Omnibus Equity Incentive Plan (increase shares by 3.4M to 12.9M and clarify tax withholding), advisory vote on executive compensation.

• Shareholders may submit proposals or director nominations for the 2027 meeting by January 4, 2027.

• Proxy access allows shareholders with 3%+ ownership for 3 years to nominate up to 20% of the Board.

Board of directors and corporate governance

• Board consists of nine members, majority independent per NASDAQ standards; CEO is the only non-independent director.

• Separate Chair (independent) and CEO roles; annual review of leadership structure.

• Four standing committees: Audit, Compensation and Organization Development, Nominating and Corporate Governance, Science and Commercialization.

• Board and committees met regularly in 2025; all directors attended at least 75% of meetings.

• Director selection emphasizes diversity, independence, and relevant experience.