Editas Medicine Inc

1. 1

   Election of Two Class I Directors

   ManagementBoard: FOR

   Elect two Class I directors (Bernadette Connaughton and Elliott Levy), each to serve a three-year term expiring at the 2029 annual meeting.

2. 2

   Advisory Vote on Executive Compensation

   ManagementBoard: FOR

   Non-binding, advisory 'say-on-pay' vote to approve 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 executive compensation disclosure and arrangements for the named executive officers. Management seeks this advisory endorsement to confirm that its compensation program — which combines base salary, annual performance‑based cash bonuses tied to corporate and (for non‑CEO officers) individual objectives, and long‑term equity incentives in the form of time‑based stock options — aligns executives’ interests with long‑term stockholder value. The Compensation Committee has recently shifted to an all‑options equity approach, eliminating RSUs and PSUs to align with the company’s transition to a preclinical, fully in vivo focus and peer practices, arguing options better promote pay‑for‑performance and retention via multi‑year vesting. The Board also highlights governance features intended to mitigate risk, including independent compensation benchmarking, a clawback policy, and engagement with major stockholders and proxy advisors following a 61% approval in 2025. Management notes that the CEO’s bonus is tied entirely to corporate goals, and that the Board assessed corporate achievement at 91% of target for 2025 when recommending bonuses. As an advisory vote, the result is not binding, but the Board commits to consider the outcome when making future compensation decisions and has engaged with stockholders to address concerns such as pay‑for‑performance alignment and quantitative metrics. The company presents this proposal in the context of strategic changes (shift to in vivo programs, updated peer group, and equity program redesign) intended to strengthen long‑term value creation, while retaining discretion to adjust compensation practices in response to stockholder feedback. Given this context, the Board recommends FOR to signal stockholder support for the Compensation Committee’s approach to align incentives, retain key talent, and drive progress toward clinical milestones.

3. 3

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

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP as Editas Medicine’s independent registered public accounting firm for the 2026 fiscal year.

4. 4

   Transaction of Any Other Business Properly Brought Before the Annual Meeting

   Management

   Consideration and vote on any other matters of business properly brought before the Annual Meeting or any adjournment or postponement thereof.

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When is the Editas Medicine Inc 2026 annual meeting?

Editas Medicine Inc (EDIT) holds its 2026 annual shareholder meeting on Wednesday, June 17, 2026.

What is the record date for the Editas Medicine Inc 2026 meeting?

The record date for the Editas Medicine 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 Editas Medicine Inc's 2026 meeting?

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

What proposals will shareholders vote on at the Editas Medicine Inc 2026 meeting?

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