MaxCyte (MXCT) Proxy filing summary

Executive summary

• Annual Meeting scheduled for June 17, 2026, to elect three Class II directors and ratify the selection of CohnReznick LLP as independent auditor for fiscal year 2026.

• Record date for voting is April 21, 2026, with 107,121,672 shares outstanding and entitled to vote.

• Proxy materials are available online, and shareholders are encouraged to vote via internet, phone, or mail.

Voting matters and shareholder proposals

• Shareholders will vote on the election of Patrick Balthrop, Cynthia Collins, and Stanley Erck as Class II directors for terms expiring in 2029.

• Ratification of CohnReznick LLP as independent registered public accounting firm for fiscal year ending December 31, 2026.

• Shareholder proposals for the 2027 meeting must be submitted by December 30, 2026, with director nominations due between February 17 and March 19, 2027.

Board of directors and corporate governance

• Board consists of nine members divided into three classes, with a majority deemed independent under Nasdaq standards.

• Board leadership is separated, with an independent chairman and CEO roles held by different individuals.

• Board diversity matrix shows two female and seven male directors, with representation from Asian, Middle Eastern, and White backgrounds.

• Board and committees met regularly, with all members attending at least 75% of meetings.

• Committees include Audit, Compensation, and Nominating & Corporate Governance, all composed of independent directors.

• Code of Conduct and Ethics, insider trading policies, and corporate governance guidelines are in place.