Cellectar Biosciences (CLRB) Proxy filing summary

Executive summary

• The annual meeting is scheduled for July 7, 2026, to be held virtually, with shareholders able to vote electronically or by mail.

• Six proposals will be voted on, including director elections, equity plan amendments, auditor ratification, executive compensation, warrant exercise approval, and potential adjournment.

• The board recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Shareholders will elect two Class III directors for terms expiring in 2029.

• Proposal to increase shares available under the 2021 Stock Incentive Plan by 1,000,000 shares.

• Ratification of Deloitte & Touche LLP as independent auditor for 2026.

• Advisory vote on executive compensation (say-on-pay).

• Approval sought for exercise of warrants to purchase up to 39,618,078 shares of common stock, issued in a May 2026 private placement.

• Adjournment proposal allows the meeting to be extended if more votes are needed for warrant approval.

Board of directors and corporate governance

• The board is classified into three staggered classes, with six members, most of whom are independent.

• Committees include Audit, Compensation, and Nominating and Corporate Governance, all with independent members.

• The board evaluates its own performance annually and encourages director attendance at meetings.

• A code of ethics and insider trading policy are in place, with prohibitions on hedging and pledging company securities.