Metagenomi Therapeutics (MGX) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 9, 2026, to elect two Class II directors and ratify the appointment of PricewaterhouseCoopers LLP as the independent auditor for 2026.

• Stockholders can vote online, by phone, or by mail, and may submit questions during the virtual meeting.

• The company utilizes electronic delivery of proxy materials to reduce costs and environmental impact.

Voting matters and shareholder proposals

• Proposal 1: Election of Juergen Eckhardt, M.D., M.B.A. and Eric Bjerkholt, M.B.A. as Class II directors for a three-year term.

• Proposal 2: Ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm for 2026.

• Board recommends voting FOR both proposals.

• Procedures for shareholder proposals and director nominations for the 2027 meeting are outlined, with specific deadlines and requirements.

Board of directors and corporate governance

• The board consists of six members divided into three staggered classes, with a mix of independent and non-independent directors.

• Board committees include audit, compensation, nominating and corporate governance, and research and development, each with defined responsibilities and independent membership.

• The roles of CEO and Chairman are currently separated.

• Board and committee meetings had high attendance, and independent directors meet in executive session regularly.

• Policies on board diversity, director nomination, and communication with directors are in place.