Climb Bio Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Election of two Class II directors, Alexander (Bo) Cumbo and Douglas Williams, Ph.D., each for a three-year term expiring at the 2029 Annual Meeting.

2. 2

   Ratification of Selection of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm for fiscal year ending December 31, 2026.

3. 3

   Amendment to Certificate of Incorporation Relating to Removal of Directors for "Cause

   ManagementBoard: FOR

   Approve amendment to Article V, Section C to delete the sentence defining 'cause' for director removal, aligning with DGCL Section 141(k) and Delaware case law.

   More detail

   The proposal seeks shareholder approval to amend Article V, Section C of the company’s Certificate of Incorporation by removing a sentence that defines “cause” for removal of directors. Management is pursuing this amendment to align the charter language with Section 141(k) of the Delaware General Corporation Law and prevailing Delaware case law, and to respond to stockholder engagement requesting broader alignment with typical charter provisions. Approving the amendment would eliminate a narrow, enumerated definition of “cause” (willful failure to perform duties/gross negligence; willful or serious injurious misconduct; felony conviction or nolo contendere plea) and restore the board and stockholders to the more general standards under Delaware law, potentially making it simpler to remove directors when Delaware law’s broader interpretations of cause apply. Management argues this change clarifies stockholder rights and aligns the charter with governance norms, while reducing ambiguity that might be exploited to resist removal for legitimate reasons. The board recommends a FOR vote, stating the amendment is in the best interests of the company and its stockholders, and plans to file the Certificate of Amendment promptly if approved. The vote requires at least 66 2/3% of outstanding shares to pass, making it a significant supermajority threshold and an important governance change.

4. 4

   Amendment to 2021 Equity Incentive Plan to Include Prefunded Warrants in Annual Share Pool Increase

   ManagementBoard: FOR

   Approve amendment to the 2021 Plan to include prefunded warrants in the calculation of the annual automatic share pool increase (evergreen) beginning in 2027.

   More detail

   The amendment requests shareholders to approve a targeted change to the 2021 Equity Incentive Plan’s evergreen formula so that, beginning in 2027, prefunded warrants outstanding will be counted alongside issued shares when calculating the 5% annual automatic share-pool increase. Management contends that prefunded warrants are functionally equivalent to outstanding shares because exercise consideration has effectively already been paid; excluding them understates the company’s true equity base and would reduce the effective percentage of the company reserved for employee equity. The board seeks this change to preserve the company’s ability to grant competitive, percent-of-company equity awards to attract and retain talent without requiring immediate large one-time replenishments of the share reserve. The proposal includes safeguards (no other plan changes, limit on non-employee director compensation, no automatic vesting on change in control, repricing only with participant consent) and the board quantifies current overhang and burn rates; approval would broaden the mechanics of the evergreen starting in 2027 and is recommended by the board as in stockholders’ interests to maintain compensation flexibility while balancing dilution concerns.

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When is the Climb Bio Inc 2026 annual meeting?

Climb Bio Inc (CLYM) holds its 2026 annual shareholder meeting on Friday, June 5, 2026.

What is the record date for the Climb Bio Inc 2026 meeting?

The record date for the Climb Bio Inc 2026 meeting is Tuesday, April 7, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Climb Bio Inc's 2026 meeting?

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

What proposals will shareholders vote on at the Climb Bio Inc 2026 meeting?

Shareholders will vote on 4 proposals at the Climb Bio Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.