Marker Therapeutics (MRKR) Proxy filing summary

Executive summary

• Annual Meeting scheduled for May 1, 2026, to be held virtually, with registration required by April 30, 2026.

• Six proposals are up for shareholder vote, including director elections, executive compensation, amendments to the Certificate of Incorporation, auditor ratification, and potential adjournment.

• Record date for voting is March 10, 2026, with 16,673,127 shares outstanding and entitled to vote.

Voting matters and shareholder proposals

• Election of five directors to serve until the next annual meeting.

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

• Amendment to increase authorized common stock from 30,000,000 to 130,000,000 shares.

• Amendment to revise the voting threshold for changes to common stock, aligning with Delaware law to require a majority of votes cast rather than a majority of outstanding shares.

• Ratification of CBIZ as independent registered public accounting firm for fiscal year 2026.

• Approval to adjourn the meeting if insufficient votes are received for the share increase proposal.

• Procedures for submitting shareholder proposals and director nominations for the next annual meeting are detailed, with deadlines between December 31, 2026, and January 29, 2027.

Board of directors and corporate governance

• Board consists of five members, with a mix of industry, financial, and scientific expertise; four are independent under Nasdaq standards.

• Board diversity matrix includes gender and ethnic diversity.

• Board leadership is separated, with an independent chair.

• Three standing committees: Audit, Compensation, and Nominating and Corporate Governance, all composed of independent directors.

• Board and committees met at least four times in the last fiscal year, with high attendance.

• Code of Business Conduct and Ethics and Corporate Governance Guidelines are in place and available online.