Cue Biopharma (CUE) Proxy filing summary

Executive summary

• Special Meeting scheduled for June 1, 2026, to vote on three key proposals, including share issuance related to a licensing transaction, a new stock incentive plan, and potential adjournment for further proxy solicitation if needed.

• Only stockholders of record as of May 8, 2026, are entitled to vote; 3,389,442 shares of common stock outstanding as of the record date.

• Meeting will be held virtually, with full participation and voting rights for shareholders.

Voting matters and shareholder proposals

• Proposal 1: Approve issuance of up to 4,642,632 shares upon exercise of warrants issued in May 2026, related to a licensing transaction and private placement, as required by Nasdaq Listing Rules 5635(a), (c), and (d).

• Proposal 2: Approve the 2026 Stock Incentive Plan, replacing the 2025 plan, to address dilution and retain key talent.

• Proposal 3: Approve adjournment of the meeting if more time is needed to solicit proxies for Proposals 1 and/or 2.

• Board recommends voting FOR all three proposals.

• Stockholder proposals for the 2027 annual meeting must be received by November 16, 2026, for inclusion in the proxy statement.

Board of directors and corporate governance

• Recent executive changes: Dr. Shao-Lee Lin appointed President, CEO, and director as of April 30, 2026; several prior executives resigned or retired in 2025-2026.

• Board and compensation committee responsible for plan administration and equity award decisions.