Xilio Therapeutics (XLO) Proxy Filing summary

Executive summary

• Special meeting scheduled for February 23, 2026, to vote on a reverse stock split and potential adjournment if more time is needed for voting.

• The reverse stock split aims to increase the per share price to maintain Nasdaq listing and improve marketability.

• Board of directors has full discretion on the split ratio (1-for-2 to 1-for-30) and timing within one year of approval.

• Proxy materials distributed to all stockholders, with voting available online, by phone, or by mail.

Voting matters and shareholder proposals

• Proposal 1: Approve an amendment to the certificate of incorporation 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 recommends voting FOR both proposals.

• Stockholders can submit proposals for the 2026 annual meeting by specified deadlines and procedures.

Board of directors and corporate governance

• Board unanimously recommends approval of the reverse stock split and adjournment proposals.

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