Prelude Therapeutics Inc

1. 1

   Election of Class III Directors

   ManagementBoard: FOR

   Elect three Class III directors—Krishna Vaddi, Paul Scherer, and Katina Dorton—to serve three-year terms expiring in 2029.

2. 2

   Ratification of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

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

3. 3

   Non-binding Advisory Approval of Named Executive Officers’ Compensation (Say-On-Pay

   ManagementBoard: FOR

   Advisory (non-binding) vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement for the 2026 annual meeting.

   More detail

   This management proposal requests a non-binding advisory vote approving the disclosed compensation of the company’s named executive officers (the Say-On-Pay vote). Management is seeking shareholder approval to validate its overall executive compensation program, which the Compensation Committee and an independent consultant designed to reward past performance and create incentives for long-term objectives. The proposal does not approve any single compensation item but rather the overall philosophy and implemented pay practices disclosed in the proxy, including base salary, annual bonus metrics tied to corporate and individual goals, and equity grants intended to align executives with shareholders. The Board and Compensation Committee present this advisory vote to solicit shareholder feedback and to demonstrate accountability, noting that the vote is non-binding but that the Board would consider significant adverse results. Company-specific context includes the Compensation Committee’s engagement of Compensia to benchmark pay and the fact that this is the first Say-On-Pay solicitation since the company previously qualified as an emerging growth company. The Compensation Committee’s disclosure describes target bonus opportunities and severance/change-in-control arrangements, which could be focal points for investor scrutiny. If the vote fails or receives significant negative support, management indicates it will evaluate stockholder concerns and consider changes, although no binding obligation to act exists. Given the company’s recent clinical and operational milestones described as performance objectives for bonuses, management frames pay as linked to achievement of development goals; the Board recommends a vote FOR because it believes the program is effective and aligned with shareholder interests.

4. 4

   Non-binding Advisory Vote on Frequency of Say-On-Pay (Say-On-Frequency

   ManagementBoard: FOR

   Advisory (non-binding) vote to select the frequency (one, two, or three years) with which the Company will hold future Say-On-Pay advisory votes; the Board recommends a frequency of one year.

   More detail

   This management proposal asks shareholders to indicate, on a non-binding basis, how often the company should hold the advisory Say-On-Pay vote: annually, biennially, or triennially. The Board recommends a one-year frequency, arguing that annual votes give shareholders more frequent and direct input on compensation decisions that are made yearly and offer higher accountability and communication. Management’s rationale references the company’s annual compensation decision cycle and the benefit of more timely shareholder feedback, while noting the vote is advisory and not binding on the Board. In considering governance context, annual Say-On-Pay votes are common for companies seeking regular engagement, but some investors and governance advocates prefer multi-year intervals to reduce administrative costs and focus on longer-term pay outcomes; this tension frames potential investor reaction. The company notes this is the first Say-On-Frequency vote since it was previously an emerging growth company, which may reduce historical shareholder expectations around frequency. The Board also clarifies that it will take the vote result into account but retains discretion to set the ultimate cadence. For sophisticated evaluation, key issues include whether annual votes meaningfully influence compensation decisions or merely increase engagement costs, the company’s stage of development and annual decision-making rhythm, and whether the Board’s flexibility undermines shareholder preferences if the result differs from its recommendation. Overall, the Board’s recommended one-year option aligns with its stated goal of increased accountability and more frequent stockholder input, but investors will weigh that against potential noise from short-term pressures on pay setting.

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When is the Prelude Therapeutics Inc 2026 annual meeting?

Prelude Therapeutics Inc (PRLD) holds its 2026 annual shareholder meeting on Tuesday, June 9, 2026.

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

The record date for the Prelude Therapeutics Inc 2026 meeting is Thursday, April 16, 2026. Shareholders of record on or before that date are eligible to vote.

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

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

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

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