Immunovant (IMVT) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for August 27, 2025, to be held virtually, with voting on director elections, auditor ratification, and executive compensation approval.

• Stockholders of record as of June 30, 2025, are eligible to vote; 171,069,176 shares of common stock and 10,000 shares of Series A preferred stock are outstanding.

• The company remains a controlled entity under Nasdaq rules, with Roivant Sciences Ltd. (RSL) holding a majority of voting power.

Voting matters and shareholder proposals

• Three proposals: election of three directors (Jacob Bauer, Douglas Hughes, Robert Susman), ratification of Ernst & Young LLP as auditor for FY ending March 31, 2026, and a non-binding advisory vote on executive compensation.

• Stockholders may submit proposals for the 2026 Annual Meeting between April 29, 2026, and May 29, 2026; proposals for proxy inclusion are due by March 11, 2026.

Board of directors and corporate governance

• Board consists of seven members: four elected by Series A preferred stockholder (RSL) and three by common and preferred stockholders voting together.

• Board leadership includes an Executive Chairperson (Dr. Frank Torti); four directors are considered independent.

• Committees: Audit, Compensation, and Nominating and Corporate Governance, each with defined responsibilities and independent membership where required.

• Directors and executive officers are prohibited from hedging or speculative trading in company stock.