CytomX Therapeutics (CTMX) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 17, 2026, with voting on seven key proposals, including director elections, auditor ratification, amendments to the certificate of incorporation, equity incentive and employee stock purchase plans, and advisory votes on executive compensation and its frequency.

• Shareholders of record as of April 20, 2026, are eligible to vote, with multiple voting methods available, including online, phone, and mail.

• The Board recommends voting in favor of all proposals and for annual advisory votes on executive compensation.

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 ending December 31, 2026.

• Approval to increase authorized common stock from 300,000,000 to 600,000,000 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 advisory votes (Board recommends annual votes).

Board of directors and corporate governance

• Board consists of eight directors divided into three classes, with biographies and qualifications 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.

• Board committees include Audit, Compensation, and Nominating and Corporate Governance, each with defined responsibilities and independent membership.

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