Nuvalent Inc

1. 1

   Election of two Class II directors (Michael L. Meyers, M.D., Ph.D. and Ron Squarer

   ManagementBoard: FOR

   Elect Michael L. Meyers, M.D., Ph.D. and Ron Squarer as Class II directors to serve three-year terms expiring at the 2029 annual meeting and until their successors are elected and qualified.

2. 2

   Advisory vote to approve the compensation paid to our named executive officers (Say-on-Pay

   ManagementBoard: FOR

   Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis and compensation tables.

   More detail

   This non-binding "say-on-pay" proposal asks stockholders to approve the Company’s disclosed executive compensation program for its named executive officers. Management is seeking this advisory approval to validate its compensation philosophy and practices, which emphasize pay-for-performance and alignment of executives’ interests with stockholders through a mix of base salary, annual cash incentives tied to corporate goals, time-based stock options and RSUs, and performance-based RSUs (PSUs) tied to development milestones. The proposal is presented in the context of recent company milestones (including NDA submissions and pivotal clinical data) and a compensation program the board describes as intended to attract and retain talent while incentivizing long-term value creation. Although advisory and non-binding, the board states it will carefully consider the outcome when making future compensation decisions and has committed to an annual say-on-pay frequency through at least 2027. The Company discloses governance safeguards such as an independent compensation committee, an independent compensation consultant, clawback and insider trading policies, and a compensation committee review of peer benchmarking. The board’s recommendation to vote FOR is supported by these governance measures and by the board’s view that compensation is aligned with corporate and performance objectives; prior stockholder support (approximately 83.7% in favor in 2025) is cited as a general endorsement. Investors should note the vote does not constrain the board legally, but a substantial negative vote could trigger further engagement and potential changes to compensation design. Given the mix of time-based and performance-based equity, the practical effect of approval is to endorse management’s current approach to balancing retention and performance incentives during a pivotal clinical and regulatory period for the company.

3. 3

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

   ManagementBoard: FOR

   Ratify selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

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When is the Nuvalent Inc 2026 annual meeting?

Nuvalent Inc (NUVL) holds its 2026 annual shareholder meeting on Tuesday, June 16, 2026.

What is the record date for the Nuvalent Inc 2026 meeting?

The record date for the Nuvalent 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 Nuvalent Inc's 2026 meeting?

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

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

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