Heartflow (HTFL) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 16, 2026, to be held virtually, with voting on director elections and auditor ratification as the main agenda items.

• Only stockholders of record as of April 24, 2026, are eligible to vote, with 86,239,561 shares outstanding.

• The company completed its IPO in August 2025 and qualifies as an emerging growth company, utilizing certain disclosure and governance exemptions.

Voting matters and shareholder proposals

• Stockholders will vote on electing two Class I directors (Julie A. Cullivan and John C.M. Farquhar) for terms expiring in 2029.

• Ratification of PricewaterhouseCoopers LLP as the independent auditor for fiscal year 2026 is on the agenda.

• The board recommends voting FOR both proposals.

• Procedures for submitting shareholder proposals and director nominations for the 2027 meeting are detailed, with deadlines and requirements specified.

Board of directors and corporate governance

• The board consists of seven members divided into three staggered classes, with a majority deemed independent under Nasdaq standards.

• Board leadership separates the roles of Chair (independent) and CEO, with regular executive sessions for independent directors.

• Three standing committees: audit, compensation, and nominating/corporate governance, all composed of independent directors.

• Directors are compensated with cash retainers and equity awards, with recent adjustments to the compensation policy.