Gossamer Bio (GOSS) Proxy filing summary

Executive summary

• Annual meeting scheduled for June 4, 2026, via live webcast, with voting on director elections, auditor ratification, and executive compensation approval.

• Proxy materials are primarily distributed electronically to reduce costs and environmental impact.

• Record date for voting is April 20, 2026, with 234,696,281 shares of common stock outstanding.

Voting matters and shareholder proposals

• Shareholders will vote to elect two Class II directors for three-year terms expiring in 2029.

• Ratification of Ernst & Young LLP as independent auditor for fiscal year ending December 31, 2026.

• Advisory vote on executive compensation (say-on-pay) for named executive officers.

• Board recommends voting “FOR” all proposals.

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

Board of directors and corporate governance

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

• Board leadership includes a combined Chairman/CEO and a lead independent director.

• Three standing committees: audit, compensation, and nominating/corporate governance, all with independent members.

• Director compensation includes annual retainers, committee fees, and equity awards, with recent increases to committee retainers.

• Director nomination process considers diversity, experience, and independence; stockholders may recommend nominees.