eXoZymes (EXOZ) Proxy Filing summary

Executive summary

• Annual meeting scheduled for July 25, 2025, to be held virtually; shareholders will vote on key proposals including director elections, executive compensation, equity plan approval, and auditor ratification.

• Proxy materials, including the 2024 Annual Report, are distributed to all shareholders, with voting available online, by phone, or mail.

• Record date for voting is June 9, 2025; quorum requires majority of outstanding shares.

Voting matters and shareholder proposals

• Six directors are nominated for election to serve until the 2026 annual meeting.

• Advisory votes on executive compensation (say-on-pay) and the frequency of future say-on-pay votes (Board recommends every three years).

• Approval sought for the 2025 Performance Equity Plan, authorizing up to 1,250,000 shares for awards.

• Ratification of RBSM LLP as independent auditor for fiscal year ending December 31, 2025.

• Shareholder proposals for the 2026 meeting must be submitted by April 2, 2026; advance notice procedures apply for nominations and other business.

Board of directors and corporate governance

• Board consists of six members, with a majority deemed independent under Nasdaq rules.

• Chairman and CEO roles are separated; Christopher Marlett serves as Chairman.

• Board committees include Audit, Compensation, and Nominating, each composed of independent directors.

• Board and committee meetings had high attendance; all directors attended at least 75% of meetings.

• Code of business conduct and ethics, insider trading policy, and clawback policy are in place.