Zenas BioPharma (ZBIO) Proxy Filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on May 11, 2026, to elect two Class II directors and ratify Ernst & Young LLP as the independent auditor for 2026.

• Only stockholders of record as of March 12, 2026, are entitled to vote; 57,371,044 shares were outstanding on the record date.

• The board recommends voting FOR both director nominees and the auditor ratification.

• Proxy materials are primarily distributed online to reduce costs and environmental impact.

Voting matters and shareholder proposals

• Proposals include electing two Class II directors (James Boylan and Patrick Enright) and ratifying Ernst & Young LLP as auditor.

• Board recommends voting FOR all proposals.

• Shareholders may submit proposals for the 2027 meeting by November 16, 2026, and must follow specific procedures for nominations and proposals.

Board of directors and corporate governance

• Board consists of eight directors divided into three classes with staggered three-year terms.

• After the meeting, the board will reduce to seven members as one Class II director is not standing for reelection.

• Majority of directors are independent under Nasdaq rules; CEO is not independent.

• Four standing committees: Audit, Compensation, Nominating and Corporate Governance, and Science and Technology.

• Lead Independent Director role is held by James Boylan.

• Directors are encouraged to attend annual meetings; five of nine attended the last meeting.