Quince Therapeutics Inc

This management proposal requests stockholder approval to amend the Certificate of Incorporation authorizing the Board to effect a reverse stock split of issued and outstanding common stock at a ratio between 1-for-10 and 1-for-100, with the Board retaining sole discretion to choose the exact ratio within that range and up to one year to implement the split. Management is pursuing this authorization primarily to address Nasdaq listing concerns: the company received notices for failing to meet the $1.00 minimum bid price and a low market value of listed securities, and although it previously effected a 1-for-10 split (April 10, 2026), the Board believes a broader authorization provides flexibility to regain and sustain compliance. The proposal is transaction-focused rather than operational — it does not change authorized share counts or par value but will reduce outstanding shares and proportionately adjust warrants, options, RSUs and plan reserves. The Board emphasizes that the split would not change stockholders’ proportional ownership except for fractional-share treatment, and that fractional shares would be addressed by rounding rules described in the filing. Material risks include potential adverse effects on liquidity and market capitalization if the post-split price falls, the possibility that the split alone will not resolve Nasdaq MVLS compliance, and the potential anti-takeover consequence of increasing authorized-but-unissued shares relative to outstanding shares. Management also notes administrative impacts — adjustments to exercise prices, amended plan reserves, and tax/accounting considerations — and reserves the right to abandon the split even after authorization. Overall, the Board recommends FOR the amendment on grounds that it is a prudent means to preserve Nasdaq listing, improve marketability, and retain strategic flexibility while noting that the measure is not guaranteed to improve long-term shareholder value and could have unintended liquidity or market-capitalization effects.

This is a non-binding, advisory ‘say-on-pay’ proposal required under Dodd-Frank and SEC rules, asking stockholders to approve the Company’s disclosed executive compensation policies and amounts for the named executive officers. Management requests a FOR vote to indicate shareholder support for the compensation structure described, which combines base salary, annual performance bonuses tied to corporate and individual objectives, and long-term equity incentives; the Board states it will consider the vote outcome when making future compensation determinations. The vote has no legal force but is a governance signal that can influence compensation committee behavior; a negative vote would likely trigger engagement between the Board/compensation committee and major holders, and could lead to changes in pay design or disclosure. The Company has disclosed target bonus percentages, the structure of equity grants, severance/change-in-control arrangements, and clawback/401(k) practices — factors institutional investors commonly evaluate. Given the firm’s operational context (Nasdaq compliance pressures and strategic options under consideration), the compensation program is presented as intended to retain executives and align incentives with corporate milestones; shareholders should weigh realized pay versus company performance. Management’s commitment to consider results gives the proposal practical significance despite its advisory nature.

This management proposal seeks authority for the meeting chairman to adjourn or postpone the Annual Meeting to allow additional time to solicit proxies if one or more proposals lack sufficient votes for approval. It is a routine, procedural measure designed to avoid the need for a second meeting or rushed decision-making and to enable the company to seek additional shareholder engagement if vote thresholds are not met. The adjournment authority typically allows management to extend solicitation efforts (mail, telephone, electronic) and to address broker non-votes or other shortfalls, especially on non-routine items. Although discretionary adjournment can delay resolution of matters and impose costs, it preserves the company’s ability to obtain shareholder approval without reconvening a new meeting, which could be more expensive and time consuming. Because the proposal is presented only if needed, its effect is conditional and usually uncontroversial; brokers are permitted to vote on routine adjournments in many cases, which can mitigate vote shortfalls. The Board recommends approval to retain flexibility and proceed prudently if further solicitation is warranted.