Forte Biosciences (FBRX) Proxy Filing summary

Executive summary

• Special Meeting scheduled for January 24, 2025, to be held virtually, with voting available online, by phone, or mail.

• Only one proposal is up for vote: approval of the amended and restated 2021 Equity Incentive Plan.

• Record date for voting eligibility is December 30, 2024, with 6,393,323 shares outstanding as of that date.

• Proxy materials are accessible online and mailed to shareholders starting December 31, 2024.

Voting matters and shareholder proposals

• Proposal seeks to add 3,000,000 shares to the 2021 Equity Incentive Plan, with no annual “evergreen” provision; future increases require shareholder approval.

• Board recommends voting “FOR” the proposal, citing the need to attract and retain key talent.

• Majority of shares present or represented by proxy is required for approval; abstentions count as votes against.

• Shareholders can submit proposals for the 2025 annual meeting by April 1, 2025, or nominate directors per bylaw procedures.

Board of directors and corporate governance

• Compensation committee, composed of independent directors, oversees executive and director compensation.

• Board and committees may delegate plan administration; compensation committee administers the equity plan.

• Non-employee director compensation includes cash retainers and equity awards, with annual review by the compensation committee.

• Board has adopted best practices in plan governance, including limits on director compensation and prohibition of repricing without shareholder approval.