X4 Pharmaceuticals (XFOR) Proxy filing summary

Executive summary

• The annual meeting is scheduled for May 11, 2026, to be held virtually, with voting on director elections, auditor ratification, equity plan amendment, and executive compensation advisory vote.

• Only stockholders of record as of March 13, 2026, are entitled to vote, with 90,919,696 shares outstanding as of the record date.

• The Board recommends voting in favor of all proposals, including director nominees, equity plan amendment, and executive compensation.

• Forward-looking statements are included, subject to risks and uncertainties as described in the company's filings.

Voting matters and shareholder proposals

• Four main proposals: election of three Class III directors, ratification of PwC as auditor, approval of the amended 2017 Equity Incentive Plan, and a non-binding say-on-pay vote.

• No other matters are expected, but proxies may vote on additional items if they arise.

• Shareholder proposals for the 2027 meeting must be received by November 20, 2026, for inclusion in the proxy statement.

Board of directors and corporate governance

• The Board consists of five members divided into three staggered classes, with three Class III directors up for election to serve until 2029.

• Four directors are independent under Nasdaq rules; the Executive Chairman is not independent.

• The Board has Audit, Compensation, and Nominating and Corporate Governance Committees, all chaired by independent directors.

• The Board values diversity of experience and backgrounds but has no formal diversity policy.

• Lead Independent Director presides over executive sessions of independent directors.