Coya Therapeutics (COYA) Proxy filing summary

Executive summary

• Annual Meeting scheduled for June 25, 2026, to be held virtually, with voting on director elections and auditor ratification.

• Proxy materials and annual report for fiscal year ended December 31, 2025, are available online for shareholder review.

• Only shareholders of record as of May 1, 2026, are entitled to vote; 23,457,183 shares outstanding as of the record date.

• Forward-looking statements caution about risks and uncertainties, referencing risk factors in the annual report.

Voting matters and shareholder proposals

• Shareholders will vote to elect two Class I directors (Wilbur Ross and Dieter Weinand) for terms expiring at the 2029 annual meeting.

• Ratification of Weaver and Tidwell, L.L.P. as independent registered public accounting firm for 2026 is on the agenda.

• Board recommends voting FOR both director nominees and auditor ratification.

• Shareholder proposals for the 2027 annual meeting must be received by January 13, 2027, for inclusion in proxy materials.

Board of directors and corporate governance

• Board consists of seven members divided into three staggered classes, each serving three-year terms.

• Majority of directors are independent as defined by Nasdaq and SEC rules.

• Board committees include Audit, Compensation, and Nominating and Corporate Governance, each with defined responsibilities and independent members.

• Annual board and committee evaluations are conducted to assess effectiveness.

• Code of Business Conduct and Ethics and anti-hedging policy are in place for directors, officers, and employees.