Werewolf Therapeutics (HOWL) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on June 12, 2025, with voting available online, by phone, or by mail for shareholders of record as of April 14, 2025.

• Shareholders will vote on the election of three Class I directors for three-year terms and the ratification of Ernst & Young LLP as the independent auditor for 2025.

• Proxy materials are distributed via internet access, with paper copies available upon request.

Voting matters and shareholder proposals

• Election of three Class I directors: Briggs Morrison, M.D., Michael Sherman, MBA, and Anil Singhal, Ph.D., each for a term expiring at the 2028 annual meeting.

• Ratification of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2025.

• Shareholders may submit proposals for the 2026 annual meeting by December 29, 2025, and must follow advance notice procedures for nominations or other business.

Board of directors and corporate governance

• The board is divided into three classes with staggered three-year terms; after the meeting, the board will have eight members due to a planned resignation.

• Majority of directors are independent per Nasdaq rules; board committees include audit, compensation, and nominating/governance, all meeting independence requirements.

• Board leadership separates CEO and chair roles; the chair is independent, and the board emphasizes director attendance and ongoing education.

• Corporate governance guidelines and a code of business conduct and ethics are in place, with policies for communication and complaint procedures.