Scholar Rock (SRRK) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 4, 2026, with shareholders able to vote online, by phone, mail, or QR code until June 3, 2026.

• Shareholders will vote on electing four Class II directors, ratifying Deloitte & Touche LLP as auditor, and approving executive compensation on an advisory basis.

• The Board recommends voting in favor of all proposals and emphasizes the importance of shareholder participation.

Voting matters and shareholder proposals

• Proposal 1: Elect four Class II directors to serve until the 2029 annual meeting.

• Proposal 2: Ratify Deloitte & Touche LLP as independent auditor for fiscal year ending December 31, 2026.

• Proposal 3: Approve, on a non-binding advisory basis, the compensation of named executive officers.

• Shareholders may submit proposals for the 2027 meeting by December 23, 2026, and must follow advance notice procedures for other business.

Board of directors and corporate governance

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

• Seven of nine directors are independent; the CEO also serves as Chairman.

• Committees include Audit, Compensation, Nominating and Corporate Governance, and Science, Innovation and Technology, all comprised of independent directors.

• The Board values diversity in background and experience, though no formal diversity policy exists.