Replimune Group (REPL) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on September 15, 2026, with all stockholders of record as of July 21, 2026, eligible to participate and vote online.

• Proxy materials, including the proxy statement and annual report, are available electronically, with voting accessible via internet, phone, or mail.

• The Board recommends voting in favor of all three proposals: auditor ratification, executive compensation approval, and an amendment to increase authorized shares.

Voting matters and shareholder proposals

• Proposal 1: Ratification of PricewaterhouseCoopers LLP as independent auditor for fiscal year ending March 31, 2027.

• Proposal 2: Non-binding advisory approval of named executive officer compensation for fiscal year ended March 31, 2026.

• Proposal 3: Amendment to increase authorized common stock from 150,000,000 to 300,000,000 shares.

• Board unanimously recommends voting “FOR” all proposals.

• Stockholders may submit proposals or director nominations for the 2027 meeting by following bylaw procedures.

Board of directors and corporate governance

• Board consists of ten members, divided into three staggered classes; two Class II vacancies will be created after the meeting as Mr. Pucci and Ms. Peeples-Dyer are not standing for reelection.

• Majority of directors are independent per Nasdaq and SEC standards; all committee members are independent.

• Board leadership includes an Executive Chairman, CEO, and Lead Independent Director.

• Four standing committees: Audit, Compensation, Nominating and Corporate Governance, and Research & Development.

• Board and committees met regularly, with all directors attending at least 75% of meetings.