Cullinan Therapeutics Inc

1. 1

   Election of Class III Directors

   ManagementBoard: FOR

   Elect Nadim Ahmed and Stephen Webster as Class III directors, each for a three-year term ending in 2029.

2. 2

   Ratification of Appointment of KPMG LLP as Independent Registered Public Accounting Firm for Fiscal Year Ending December 31, 2026

   ManagementBoard: FOR

   Ratify the audit committee’s appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year.

3. 3

   Advisory Vote to Approve Named Executive Officer Compensation (Say-on-Pay

   ManagementBoard: FOR

   Non-binding, advisory approval of the compensation paid to the Company’s named executive officers as disclosed in the proxy statement.

   More detail

   This proposal asks stockholders to cast a non-binding advisory vote to approve the Company’s disclosed named executive officer compensation (a “say-on-pay” vote). Management seeks approval to validate its compensation program design, which combines base salary, annual cash incentive bonuses tied to corporate and individual performance metrics, and multi-year equity awards (options and RSUs) intended to align executives’ interests with long-term stockholder value and promote retention. The advisory vote is not binding but the board and compensation committee state they will consider the outcome when setting future compensation. The proxy explains the Company’s pay-for-performance philosophy, benchmarking process (including use of independent consultants), and the mix of short-term and long-term incentives; it highlights recent changes such as adjusted target bonus percentages and equity grants for 2025. Management argues that the program balances near-term operational goals and long-term value creation while including governance safeguards such as clawback provisions and committee oversight. Opponents of say-on-pay votes, when they occur at other companies, often point to potential misalignment between realized pay and performance or the size of equity grants; here the Company emphasizes its smaller reporting company status and disclosed peer benchmarking. The advisory nature means a negative vote would not automatically change awards, but the board would use the feedback to re-evaluate policies and structures. The board’s recommendation to vote FOR is premised on believing the disclosed program appropriately compensates and incentivizes executives while protecting stockholder interests through committee oversight and contractual provisions.

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When is the Cullinan Therapeutics Inc 2026 annual meeting?

Cullinan Therapeutics Inc (CGEM) holds its 2026 annual shareholder meeting on Tuesday, June 16, 2026.

What is the record date for the Cullinan Therapeutics Inc 2026 meeting?

The record date for the Cullinan Therapeutics Inc 2026 meeting is Monday, April 20, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Cullinan Therapeutics Inc's 2026 meeting?

The board is presenting 2 director nominees at the Cullinan Therapeutics Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Cullinan Therapeutics Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Cullinan Therapeutics Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.