Enliven Therapeutics (ELVN) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 9, 2026, and will be held virtually, allowing all shareholders to participate online and vote electronically or by proxy.

• Shareholders will vote on five key proposals, including director elections, auditor ratification, an amendment to increase authorized shares, executive compensation, and the frequency of say-on-pay votes.

• The board recommends voting in favor of all proposals, including annual say-on-pay votes.

• Only shareholders of record as of April 10, 2026, are entitled to vote.

Voting matters and shareholder proposals

• Election of two Class III directors to serve until 2029.

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

• Amendment to increase authorized common stock from 100,000,000 to 200,000,000 shares.

• Advisory vote on executive compensation (say-on-pay).

• Advisory vote on the frequency of future say-on-pay votes, with the board recommending every one year.

• Shareholder proposals for the 2027 meeting must be submitted by December 28, 2026, for inclusion in the proxy statement.

Board of directors and corporate governance

• The board will decrease from eight to seven members after the meeting; six of eight current directors are independent.

• Board is divided into three classes with staggered three-year terms.

• Jake Bauer will become Chairman after Dr. Heyman’s term expires.

• Board committees include audit, compensation, and nominating/governance, each with defined responsibilities and mostly independent members.

• Corporate governance guidelines and a code of business conduct and ethics are in place.