2 nominees · 2 ballot items.
1) Election of two Class II directors (Peter Feinberg and Laurie B. Keating); 2) Ratification of appointment of RSM US LLP as independent registered public accounting firm for fiscal 2026.
Elect two Class II directors (Peter Feinberg and Laurie B. Keating) to serve three-year terms expiring in 2029.
Ratify the appointment of RSM US LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
This management proposal requests that stockholders ratify the audit committee’s appointment of RSM US LLP as Immuneering’s independent registered public accounting firm for fiscal year 2026. Management and the audit committee present this as a routine corporate governance matter — they emphasize that RSM has served since 2020 and that the committee evaluated the firm’s qualifications, technical expertise, audit team, independence, global capabilities, and experience with the company; they note the firm has no disqualifying financial interests. The Board states that ratification is not required but seeks stockholder input as good governance and reserves the right to change auditors if it deems appropriate. For analysts, relevant context includes the disclosed audit and related fees (audit fees of $276,938 and audit-related fees of $168,525 for 2025), the audit committee’s role and independence, and the potential signal if stockholders were to reject ratification (triggering audit committee review). The Board recommends a vote FOR based on oversight of audit quality, cost-benefit considerations, and continuity of financial reporting and controls.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | FMR LLC | 8.82% | 5,707,949 | $30M |
| 2 | FMR LLC | 6.02% | 3,897,279 | $21M |
| 3 | Sanofi | 4.19% | 2,708,559 | $14M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 3.54% | 2,288,341 | $12M |
| 5 | PRICE T ROWE ASSOCIATES INC /MD/ | 2.83% | 1,829,188 | $10M |
| 6 | MARSHALL WACE, LLP | 2.66% | 1,719,773 | $9M |
| 7 | MILLENNIUM MANAGEMENT LLC | 1.70% | 1,102,712 | $6M |
| 8 | BlackRock, Inc. | 1.42% | 920,981 | $5M |
| 9 | Occam Crest Management LP | 0.84% | 545,098 | $3M |
| 10 | BlackRock, Inc. | 0.81% | 523,086 | $3M |
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