Dianthus Therapeutics (DNTH) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on May 21, 2026, with stockholders able to vote online or by proxy.

• Key proposals include electing three Class II directors, an advisory vote on executive compensation, and ratification of the external auditor.

• Only stockholders of record as of March 30, 2026, are entitled to vote.

• The company achieved significant milestones post-merger, including clinical trial progress, successful financings, and pipeline expansion.

Voting matters and shareholder proposals

• Stockholders will vote on electing Sujay Kango, Anne McGeorge, and Jonathan Violin, Ph.D. as Class II directors for terms expiring in 2029.

• Advisory vote on executive compensation (say-on-pay) is included, with strong prior support (86% in 2025).

• Ratification of Deloitte & Touche LLP as independent auditor for fiscal year 2026 is proposed.

• Procedures for submitting shareholder proposals and director nominations for the 2027 meeting are outlined.

Board of directors and corporate governance

• The board is classified into three staggered classes, with a mix of experienced industry leaders and independent directors.

• Committees include Audit, Compensation, Nominating and Corporate Governance, and Science and Technology, each with defined responsibilities and independent membership.

• Annual board and committee evaluations are conducted, and directors are expected to attend meetings and limit outside board commitments.

• The chair of the board is independent, and the company separates the roles of chair and CEO.

• The board emphasizes diversity in skills, experience, and demographics.