Arcus Biosciences Inc

1. 1

   Election of Directors (four Class II nominees

   ManagementBoard: FOR

   Elect four Class II director nominees—Dietmar Berger, M.D., Ph.D.; David Lacey, M.D.; Nicole Lambert; and Johanna Mercier—to hold office until the 2029 annual meeting and until their successors are duly elected and qualified.

2. 2

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

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

3. 3

   Advisory Vote to Approve Executive Compensation (Say-on-Pay

   ManagementBoard: FOR

   A non‑binding, advisory vote to approve the compensation paid to Arcus’s named executive officers, as disclosed pursuant to Item 402 of Regulation S‑K (the Compensation Discussion and Analysis, compensation tables and narrative).

   More detail

   This non‑binding proposal asks shareholders to approve the overall compensation program for Arcus’s named executive officers as disclosed in the proxy, including the Compensation Discussion and Analysis, tables, and narrative. Management frames its program around a pay‑for‑performance philosophy that combines base salary, annual cash bonuses tied to corporate and individual goals, and long‑term equity awards (weighted toward options) to align executives’ incentives with stockholder value and retention. The Compensation Committee notes specific 2025 business achievements—advancement of multiple Phase 3 programs, enrollment milestones, strategic collaborations and successful fundraising—that it says justify full payment of target bonuses and the equity grants made during the year. The Board also emphasizes that approximately 94% of votes supported the company’s say‑on‑pay at the 2025 meeting, which management interprets as stockholder endorsement of its compensation approach. Supporters would argue the mix of long‑term incentives and the use of options support alignment with stock price performance and long‑term value creation. Critics could point to the size and structure of equity grants, potential pay levels relative to peers, and the advisory nature of the vote (i.e., it does not bind the Board), and may question whether compensation outcomes sufficiently reflect longer‑term clinical and commercial results. The Board’s recommendation to vote FOR references the Compensation Committee’s review processes, use of a peer reference group and retention/alignment objectives, and notes that the outcome will inform future compensation decisions. Given the company’s clinical‑stage profile and significant equity components, a sophisticated assessment would weigh the appropriateness of metrics used for bonus determination, the balance between retention and performance incentives, previous shareholder feedback, and the company’s near‑term clinical milestones and cash runway when evaluating this proposal.

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When is the Arcus Biosciences Inc 2026 annual meeting?

Arcus Biosciences Inc (RCUS) holds its 2026 annual shareholder meeting on Thursday, June 11, 2026.

What is the record date for the Arcus Biosciences Inc 2026 meeting?

The record date for the Arcus Biosciences 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 Arcus Biosciences Inc's 2026 meeting?

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

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

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