Fate Therapeutics (FATE) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 12, 2026, with four main proposals: election of three Class I directors, ratification of Ernst & Young LLP as auditor, a non-binding say-on-pay vote, and approval of an amendment to the 2022 Stock Option and Incentive Plan to increase reserved shares by 7,000,000.

• Voting rights are one vote per share, with 116,281,693 shares outstanding as of April 15, 2026; a majority constitutes a quorum.

• The board recommends voting FOR all proposals.

Voting matters and shareholder proposals

• Proposal 1: Elect three Class I directors (Robert S. Epstein, Karin Jooss, Laura J. Hamill) for a term ending 2029.

• Proposal 2: Ratify Ernst & Young LLP as independent auditor for 2026.

• Proposal 3: Non-binding advisory vote on executive compensation (say-on-pay).

• Proposal 4: Approve amendment to increase shares reserved under the 2022 Stock Option and Incentive Plan by 7,000,000.

• Shareholder proposals for the 2027 meeting must be submitted by December 25, 2026, for inclusion in proxy materials.

Board of directors and corporate governance

• The board is divided into three classes, with staggered three-year terms; currently eight members, increasing to nine.

• All directors except the CEO are independent per Nasdaq and SEC rules.

• Board committees: Audit, Compensation, Nominating and Corporate Governance, and Science & Technology (advisory).

• Board diversity includes three female directors and three from underrepresented communities.

• Director nominations emphasize integrity, experience, and diversity.