Kezar Life Sciences (KZR) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting is scheduled for June 17, 2025, with voting on director elections, executive compensation, and auditor ratification.

• Proxy materials are provided online to reduce costs and environmental impact, with options for paper copies upon request.

• A one-for-ten reverse stock split was effected in October 2024, and all share data is retroactively adjusted.

Voting matters and shareholder proposals

• Shareholders will vote on electing three directors for three-year terms, an advisory say-on-pay vote, and ratification of KPMG LLP as auditor.

• The board recommends voting in favor of all proposals.

• Shareholder proposals for the 2026 meeting must be submitted by December 26, 2025.

Board of directors and corporate governance

• The board consists of eight members, with a majority deemed independent under Nasdaq standards.

• Board leadership is separated between an independent chair and the CEO.

• Committees include Audit, Compensation, and Nominating and Corporate Governance, each with defined charters and independent membership.

• Directors are encouraged to attend meetings, and all attended at least 75% of meetings in 2024.

• Stockholder engagement and communication channels are emphasized.