Recursion Pharmaceuticals Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect two Class II directors—Najat Khan and Franziska Michor—to serve three-year terms expiring in 2029.

2. 2

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

   ManagementBoard: FOR

   Non-binding advisory vote to approve the compensation paid to the Company’s Named Executive Officers as disclosed in the Compensation Discussion and Analysis, compensation tables and related narrative in the proxy statement.

   More detail

   This non-binding advisory proposal asks stockholders to approve the compensation paid to the Company’s Named Executive Officers as disclosed in the proxy (the Say-on-Pay). Management and the Compensation Committee seek this advisory approval to validate their compensation framework, which they describe as pay-for-performance and heavily weighted toward long-term equity (previously a mix of RSUs and options, with a 2026 shift to RSUs only). The proxy discloses detailed short-term incentive targets (25% of salary), an 80% payout for 2025 based on specific operational objectives, substantial long-term equity awards for executives (including special awards to the incoming CEO upon appointment), and protections such as clawback and change-in-control severance benefits. The Board frames the proposal as an endorsement of compensation policies intended to recruit, retain and motivate executives while aligning their interests with stockholders and market peers; the Compensation Committee relied on an independent consultant and a peer group in setting awards. The vote is advisory only and non-binding, but the Board will consider the outcome when making future compensation decisions; prior Say-on-Pay support (approximately 98% in 2025) is cited as evidence of strong stockholder alignment. From a risk/governance perspective, the program emphasizes long-term equity, has active committee oversight, and adopted changes in 2026 to reduce dilution (RSUs only), though large equity grants and change-in-control protections may raise governance questions for some investors. For analysts, the vote signals whether investors accept management’s stated pay-for-performance approach, and a strong affirmative vote would reduce governance activism risk while a weak vote could prompt material changes to compensation design or additional shareholder engagement.

3. 3

   Ratification of Appointment of PricewaterhouseCoopers LLP

   ManagementBoard: FOR

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

Upcoming shareholder meetings at Recursion Pharmaceuticals Inc’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the Recursion Pharmaceuticals Inc 2026 annual meeting?

Recursion Pharmaceuticals Inc (RXRX) holds its 2026 annual shareholder meeting on Wednesday, June 17, 2026.

What is the record date for the Recursion Pharmaceuticals Inc 2026 meeting?

The record date for the Recursion Pharmaceuticals Inc 2026 meeting is Tuesday, April 21, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Recursion Pharmaceuticals Inc's 2026 meeting?

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

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

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