Capricor Therapeutics (CAPR) Proxy filing summary

Executive summary

• Annual Meeting scheduled for June 4, 2026, to elect eight directors, ratify the auditor, approve executive compensation, set say-on-pay frequency, and amend the Certificate of Incorporation for officer exculpation.

• Only shareholders of record as of April 6, 2026, are entitled to vote; voting can be done in person or by proxy.

• Board recommends voting for all proposals, including annual say-on-pay and officer exculpation amendment.

Voting matters and shareholder proposals

• Proposals include: election of eight directors, auditor ratification, advisory vote on executive compensation, advisory vote on frequency of say-on-pay (recommended: one year), and amendment for officer exculpation.

• Shareholders may submit proposals for the 2027 meeting by December 2026, subject to bylaw and SEC requirements.

Board of directors and corporate governance

• Board consists of eight nominees with diverse backgrounds in science, business, and governance; two identify as female, one as a minority.

• Seven of eight directors are independent; all committees are composed entirely of independent directors.

• Board has Audit, Compensation, and Nominating & Corporate Governance Committees, each with defined charters and annual self-assessment.

• Board leadership structure separates CEO and Executive Chairman roles to reinforce independence.