Cue Biopharma (CUE) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on April 13, 2026, with stockholders voting on four key proposals, including director elections, auditor ratification, executive compensation, and a reverse stock split amendment.

• Only stockholders of record as of March 9, 2026, are entitled to vote, with 97,660,791 shares outstanding.

• The board recommends voting in favor of all proposals and has engaged Alliance Advisors for proxy solicitation.

Voting matters and shareholder proposals

• Proposal 1: Election of seven directors for a one-year term, including two new nominees.

• Proposal 2: Ratification of RSM US LLP as independent auditor for 2026.

• Proposal 3: Advisory (non-binding) approval of executive compensation (say-on-pay).

• Proposal 4: Amendment to effect a reverse stock split at a ratio between 1-for-30 and 1-for-50, at the board's discretion.

• Stockholder proposals for the 2027 meeting must be received by November 16, 2026, for inclusion in the proxy statement.

Board of directors and corporate governance

• The board consists of seven members, with a majority deemed independent under Nasdaq rules.

• Chairman and CEO roles are separated; Dr. Sarraf serves as independent chairman.

• Board committees include audit, compensation, corporate governance and nominating, and science and technology strategy.

• Directors are selected for business acumen, diversity of skills, and ethical standards.

• Directors attended at least 75% of meetings in 2025.