Kymera Therapeutics Inc

1. 1

   Election of Class III Directors

   ManagementBoard: FOR

   Elect four class III directors (Bruce Booth, Nello Mainolfi, John Maraganore and Elena Ridloff) each to serve a three-year term expiring at the 2029 annual meeting.

2. 2

   Non-Binding, Advisory Vote on the Compensation of Our Named Executive Officers

   ManagementBoard: FOR

   Advisory 'Say-on-Pay' vote to approve the compensation of the named executive officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis and compensation tables.

   More detail

   This proposal asks shareholders to cast a non-binding, advisory vote (a “Say-on-Pay”) to approve the company’s named executive officer compensation as disclosed in the proxy statement. Management seeks this approval to validate its compensation philosophy and practices—principally a pay-for-performance structure that emphasizes at-risk, equity-based awards, annual cash incentives tied to corporate and individual goals, and benchmarking to a peer group with input from an independent consultant. The vote is advisory and not binding, but the board and Compensation Committee state they will consider the outcome when setting future pay. Contextually, the company’s compensation is heavily equity-weighted to align management and shareholder interests (notably a high proportion of CEO pay is at-risk), includes performance-based awards, and incorporates governance features such as clawback provisions and anti-hedging/anti-pledging policies. The proposal also notes prior shareholder support levels (94% in 2024 and 88% in 2025), which management cites as evidence of shareholder alignment but continues to monitor investor feedback. From a governance perspective, broker non-votes may occur because this is a non-discretionary item for brokers, potentially reducing the vote participation of street-held shares. A vote FOR effectively endorses the board’s compensation design and execution; a vote AGAINST signals investor concern and can prompt engagement or program adjustments even though the vote is advisory. The board recommends FOR, arguing that the program attracts and retains talent, aligns incentives with long-term shareholder value through performance metrics and equity, and reflects market practices and oversight by an independent Compensation Committee supported by an external advisor.

3. 3

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

   ManagementBoard: FOR

   Ratify the Audit Committee’s selection of Ernst & Young LLP as Kymera Therapeutics’ independent registered public accounting firm for the fiscal year ending December 31, 2026.

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When is the Kymera Therapeutics Inc 2026 annual meeting?

Kymera Therapeutics Inc (KYMR) holds its 2026 annual shareholder meeting on Wednesday, June 24, 2026.

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

The record date for the Kymera Therapeutics Inc 2026 meeting is Monday, April 27, 2026. Shareholders of record on or before that date are eligible to vote.

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

The board is presenting 4 director nominees at the Kymera Therapeutics Inc 2026 meeting, listed with their independence status and background.

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

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