Xilio Therapeutics (XLO) Proxy Filing summary

Executive summary

• Special meeting scheduled for February 23, 2026, to be held virtually for all stockholders of record as of January 13, 2026.

• Main agenda: vote on a reverse stock split amendment and potential adjournment to solicit more votes if needed.

• Proxy materials distributed via full set delivery and available online.

Voting matters and shareholder proposals

• Proposal 1: Approve an amendment to effect a reverse stock split at a ratio between 1-for-2 and 1-for-30, with the exact ratio and timing at the board's discretion.

• Proposal 2: Approve adjournment of the meeting if more time is needed to solicit votes for Proposal 1.

• Board unanimously recommends voting FOR both proposals.

• Voting can be done online, by phone, by mail, or during the virtual meeting.

Board of directors and corporate governance

• Board retains sole discretion on the reverse split ratio and timing within one year of stockholder approval.

• Board may abandon the reverse split if deemed not in the best interests of the company or stockholders.