Nurix Therapeutics Inc

1. 1

   Election of Class III Directors

   ManagementBoard: FOR

   Elect three Class III directors (Arthur T. Sands, Roger Dansey, and Paul M. Silva) to serve three-year terms ending in 2029.

2. 2

   Ratification of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the appointment of PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for the fiscal year ending November 30, 2026.

3. 3

   Non-Binding Advisory Vote on Named Executive Officer Compensation (Say-on-Pay

   ManagementBoard: FOR

   Approve, on a non-binding advisory basis, the compensation of the named executive officers as disclosed in the proxy statement pursuant to Item 402 of Regulation S-K.

   More detail

   This management-sponsored, non-binding advisory proposal asks stockholders to approve the company’s named executive officer (NEO) compensation as disclosed in the proxy statement, including tables and narrative. Management seeks shareholder endorsement to validate its pay-for-performance philosophy, which emphasizes variable, at-risk compensation (annual cash incentives and long-term equity) to align executive incentives with clinical, research, operational and business milestones critical to a pre-commercial biopharmaceutical company. The Compensation Committee relied on independent consultant benchmarking, a defined peer group, and a mix of short‑ and long‑term metrics, and it increased target bonus opportunities and granted equity (options and RSUs) to retain and motivate executives amid intensified competition for talent. Notably, the company advanced key clinical programs in 2025 (including moving bexobrutideg into pivotal development), achieved many corporate stretch goals, and paid bonuses at 125% of target, which management cites as evidence of strong execution that justifies compensation decisions. The board emphasizes governance safeguards—independent committee oversight, an independent compensation consultant, clawback and insider-trading/anti-hedging policies, and double-trigger change‑in‑control protections—to mitigate risk and align pay with shareholder interests. From a shareholder perspective, the materiality of equity-based awards and the CEO’s total pay may raise concerns given the company’s stage and TSR history, so investors will weigh retention needs against dilution and pay-versus-performance outcomes. The vote is advisory only; however, the Board and Compensation Committee state they will consider the outcome when making future compensation decisions. Given prior say‑on‑pay support (approximately 81.4% in 2025) and management’s disclosure of rationale and governance measures, the Board recommends a vote FOR to endorse the program but highlights that the non-binding result will inform future adjustments to maintain alignment with stockholder expectations.

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When is the Nurix Therapeutics Inc 2026 annual meeting?

Nurix Therapeutics Inc (NRIX) holds its 2026 annual shareholder meeting on Friday, May 15, 2026.

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

The record date for the Nurix Therapeutics Inc 2026 meeting is Friday, March 20, 2026. Shareholders of record on or before that date are eligible to vote.

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

The board is presenting 3 director nominees at the Nurix Therapeutics Inc 2026 meeting, listed with their independence status and background.

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

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