CytomX Therapeutics (CTMX) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 17, 2026, with stockholders able to participate and vote online.

• Seven key proposals are up for vote, including director elections, auditor ratification, amendments to equity and stock purchase plans, and advisory votes on executive compensation.

• The Board recommends voting in favor of all proposals and for annual say-on-pay votes.

• Proxy materials are distributed electronically, with options for mail or email delivery, and voting can be done online, by phone, or by mail.

Voting matters and shareholder proposals

• Election of two directors for terms expiring at the 2029 annual meeting.

• Ratification of Ernst & Young LLP as independent auditor for fiscal year 2026.

• Amendment to increase authorized common stock from 300M to 600M shares.

• Amendments to the 2015 Equity Incentive Plan and Employee Stock Purchase Plan to increase share reserves.

• Advisory vote on executive compensation and on the frequency of future say-on-pay votes (Board recommends annual).

Board of directors and corporate governance

• Board consists of eight directors divided into three classes, with biographies provided for all members.

• Board leadership structure includes a combined CEO/Chairman and a Lead Independent Director.

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

• Three standing committees: Audit, Compensation, and Nominating & Corporate Governance, each with defined responsibilities and independent membership.

• Board and committees met regularly in 2025, with high attendance.