Iovance Biotherapeutics (IOVA) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 10, 2026, with voting on key proposals and director elections.

• Six directors are nominated for election to serve until the 2027 annual meeting.

• Proposals include executive compensation, auditor ratification, amendments to the stock purchase plan, and an increase in authorized shares.

• The board recommends voting in favor of all proposals and annual say-on-pay votes.

Voting matters and shareholder proposals

• Proposals: elect six directors, advisory vote on executive compensation, advisory vote on frequency of say-on-pay, ratify Ernst & Young LLP as auditor, amend the 2020 ESPP to add 1,000,000 shares, amend the certificate to increase authorized shares from 500M to 650M, and adjournment if needed.

• Board recommends voting FOR all proposals and ONE YEAR for say-on-pay frequency.

• Only common stockholders as of April 15, 2026, may vote; preferred stockholders do not vote.

• Shareholder proposals for the 2027 meeting must be submitted by December 31, 2026.

Board of directors and corporate governance

• Board consists of seven members, six of whom are independent; one (the CEO) is not.

• Committees: Audit, Compensation, Nominating and Corporate Governance, and Scientific.

• Board diversity and independence are emphasized; no classified board or poison pill.

• Directors are elected annually by majority vote; robust nomination and evaluation process.

• All directors attended at least 75% of meetings in 2025.