Forte Biosciences (FBRX) Proxy Filing summary

Executive summary

• The 2024 Annual Meeting will be held virtually on August 20, 2024, with voting on key proposals including director elections, auditor ratification, an amended equity plan, and a reverse stock split.

• Shareholders of record as of July 29, 2024, are eligible to vote, with 36,503,949 shares outstanding.

• Proxy materials are available online and by mail, and votes can be cast via internet, phone, mail, or during the virtual meeting.

Voting matters and shareholder proposals

• Election of three Class I directors (Barbara K. Finck, Donald A. Williams, Stephen K. Doberstein) for terms expiring in 2027.

• Ratification of KPMG LLP as independent auditor for fiscal year ending December 31, 2024.

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

• Authorization for a reverse stock split at a ratio between 1-for-5 and 1-for-30, to maintain Nasdaq listing and improve stock price.

• Board recommends voting “FOR” all proposals.

Board of directors and corporate governance

• Board consists of eight directors, six of whom are independent; board is divided into three staggered classes.

• No family relationships among directors or executive officers.

• Board committees include audit, compensation, and nominating/governance, all with independent members.

• Board diversity: 7 male, 1 female; all directors are white.

• Stockholders can recommend or nominate directors following specific procedures and deadlines.