Zenas BioPharma (ZBIO) Proxy Filing summary

Voting matters and shareholder proposals

• Election of two Class II director nominees, James Boylan and Patrick Enright, to serve until the 2029 Annual Meeting and until successors are elected and qualified.

• Ratification of Ernst & Young LLP as the independent registered public accounting firm for the year ending December 31, 2026.

• Provision to transact any other matters that may properly come before the Annual Meeting or any adjournments or postponements.

Board of directors and corporate governance

• Board recommends voting in favor of both director nominees and the auditor ratification.

Audit committee and external auditor matters

• Proposal to ratify Ernst & Young LLP as the external auditor for the upcoming fiscal year.