Dyne Therapeutics (DYN) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 5, 2026, to be held virtually, with stockholders able to vote online after registering in advance.

• Stockholders of record as of April 7, 2026, are eligible to vote on five key proposals, including director elections, executive compensation, amendments to the certificate of incorporation, and auditor ratification.

• Proxy materials and the 2025 Annual Report are available online, with options for paper copies upon request.

Voting matters and shareholder proposals

• Proposals include electing three Class III directors for three-year terms, an advisory vote on executive compensation, increasing authorized common stock to 400 million shares, officer exculpation, and ratification of Deloitte & Touche LLP as auditor.

• The board recommends voting FOR all proposals.

• Procedures for submitting shareholder proposals and director nominations for the 2027 meeting are outlined, with deadlines and requirements specified.

Board of directors and corporate governance

• The board is divided into three classes with staggered three-year terms; nine members serve across Class I, II, and III.

• Majority of directors are independent per Nasdaq rules; only the CEO is not considered independent.

• Board leadership is separated between the chairman and CEO roles.

• Committees include audit, compensation, nominating and corporate governance, and research and development, each with defined responsibilities and independent membership.

• Directors are expected to attend annual meetings and participate in ongoing education.