Alto Neuroscience (ANRO) Proxy filing summary

Executive summary

• The annual meeting is scheduled for May 12, 2026, and will be held virtually for shareholder participation and voting.

• Four main proposals are up for vote: election of two directors, ratification of Deloitte as auditor, amendments to the 2024 Equity Incentive Plan, and amendments to the 2024 Employee Stock Purchase Plan.

• The board recommends voting in favor of all proposals.

• Shareholders of record as of March 16, 2026, are eligible to vote, with 31,945,516 shares outstanding.

Voting matters and shareholder proposals

• Proposal 1: Election of Raymond Sanchez, M.D., and Gwill York as Class II directors for a term expiring in 2029.

• Proposal 2: Ratification of Deloitte & Touche LLP as independent auditor for fiscal year 2026.

• Proposal 3: Amendment to the 2024 Equity Incentive Plan to include pre-funded warrants in the share reserve calculation.

• Proposal 4: Amendment to the 2024 Employee Stock Purchase Plan to include pre-funded warrants in the share reserve calculation.

• Shareholder proposals for the 2027 annual meeting must be submitted by November 26, 2026, for inclusion in proxy materials.

Board of directors and corporate governance

• The board consists of seven members, with a majority deemed independent under NYSE standards.

• Board leadership combines CEO and Chair roles, with a lead independent director to ensure independent oversight.

• Three standing committees: Audit, Compensation and Management Development, and Nominating and Corporate Governance.

• Board and committee meetings were well attended, with all directors meeting participation requirements.

• Policies include a code of conduct, insider trading policy, and guidelines prohibiting hedging and pledging of company stock.