Vor Biopharma (VOR) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 11, 2026, with shareholders able to vote online or by proxy, and submit questions in advance or during the meeting.

• Shareholders will vote on electing two Class II directors, approving amendments to the 2021 Equity Incentive Plan, and ratifying Ernst & Young LLP as the independent auditor for 2026.

• Proxy materials are distributed electronically, with paper copies available upon request, and voting instructions are provided for both record and beneficial owners.

Voting matters and shareholder proposals

• Proposal 1: Election of two Class II directors for three-year terms expiring at the 2029 annual meeting.

• Proposal 2: Approval of amendments to the 2021 Equity Incentive Plan, including changes to the evergreen provision and accelerated vesting on death.

• Proposal 3: Ratification of Ernst & Young LLP as independent auditor for fiscal year 2026.

• Shareholder proposals and director nominations for the 2027 meeting must be submitted between February 11 and March 13, 2027; Rule 14a-8 proposals are due by December 28, 2026.

Board of directors and corporate governance

• The board consists of eight members, seven of whom are independent; the CEO is not considered independent.

• The board is divided into three classes with staggered three-year terms; diversity and independence are considered in nominations.

• Daniella Beckman serves as lead independent director; the board chair and CEO roles are currently combined.

• Board committees include Audit, Compensation, and Nominating and Corporate Governance, each with defined responsibilities and independent membership.