Precision BioSciences (DTIL) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on May 28, 2025, with voting on key proposals including director elections, auditor ratification, executive compensation, and a charter amendment for officer exculpation.

• Stockholders of record as of April 8, 2025, are eligible to vote, with multiple voting methods available including online, phone, and mail.

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

Voting matters and shareholder proposals

• Election of two Class III directors (Kevin J. Buehler and Shari Lisa Piré) for terms expiring at the 2028 annual meeting.

• Ratification of Deloitte & Touche LLP as independent auditor for 2025.

• Advisory vote on executive compensation (say-on-pay) and on the frequency of future say-on-pay votes, with the Board recommending annual votes.

• Approval of an amendment to the Certificate of Incorporation to extend exculpation provisions to certain officers, aligning with recent Delaware law changes.

Board of directors and corporate governance

• The Board consists of six directors divided into three classes, with staggered terms.

• Five of six directors are independent under Nasdaq rules.

• Four standing committees: audit, compensation, nominating and corporate governance, and science and technology, each with defined responsibilities and independent members.

• The Board emphasizes diversity, experience, and integrity in director nominations and regularly reviews board composition.

• Leadership structure separates the roles of Chair and CEO.