Forte Biosciences (FBRX) Proxy Filing summary

Executive summary

• The 2024 Annual Meeting will be held virtually on August 20, 2024, with shareholders able to vote online or by proxy.

• Key proposals include electing three Class I directors, ratifying KPMG LLP as auditor, approving an amended 2021 Equity Incentive Plan, and authorizing a reverse stock split.

• The Board recommends voting in favor of all proposals and emphasizes the importance of shareholder participation.

Voting matters and shareholder proposals

• Shareholders will vote on electing Barbara K. Finck, M.D., Donald A. Williams, and Stephen K. Doberstein, Ph.D. as Class I directors for terms expiring in 2027.

• Ratification of KPMG LLP as the independent registered public accounting firm for fiscal year 2024 is on the agenda.

• Approval is sought for an amended and restated 2021 Equity Incentive Plan, increasing the share reserve by 3,500,000 shares.

• Authorization for a reverse stock split at a ratio between 1-for-5 and 1-for-30 is proposed to maintain Nasdaq listing compliance.

• Procedures for submitting shareholder proposals and director nominations for the 2025 meeting are detailed, with deadlines and requirements specified.

Board of directors and corporate governance

• The Board consists of eight directors, six of whom are independent under Nasdaq rules.

• Directors are divided into three classes with staggered three-year terms; current nominees have extensive life sciences and financial experience.

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

• The Board encourages diversity and considers a broad range of backgrounds and experiences in director nominations.

• Policies prohibit hedging or pledging of company securities by directors and employees.