Pyxis Oncology (PYXS) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on June 18, 2025, with stockholders able to participate and vote online after registration.

• Stockholders will vote on electing three Class I directors and ratifying Ernst & Young LLP as the independent auditor for 2025.

• The record date for voting is April 21, 2025, with 61,947,665 shares outstanding and each share entitled to one vote.

• Proxy materials and the annual report are available online, and voting can be done via internet, phone, mail, or virtually at the meeting.

Voting matters and shareholder proposals

• Proposal One: Election of Santhosh Palani, Ph.D., CFA, Darren Cline, and Rachel Humphrey, M.D. as Class I directors, with the Board recommending a vote FOR.

• Proposal Two: Ratification of Ernst & Young LLP as independent auditor for 2025, with the Board recommending a vote FOR.

• Stockholders may submit questions during the meeting, and other business may be transacted as appropriate.

• Stockholder proposals for the 2026 meeting must be received by December 30, 2025, to be included in the proxy statement.

Board of directors and corporate governance

• The Board consists of nine directors divided into three classes with staggered three-year terms.

• All directors except the CEO/CMO are considered independent under Nasdaq and SEC rules.

• The Board has four standing committees: Audit, Compensation, Nominating and Corporate Governance, and Research & Development.

• The Chair of the Board and CEO roles are separated to reinforce board independence.

• Annual board and committee evaluations are conducted, and directors are expected to attend at least 75% of meetings.

• Director candidates are evaluated on expertise, integrity, and ability to serve stockholder interests; no term limits or retirement age.