Scholar Rock Holding Corp

1. 1

   Election of Class II Directors

   ManagementBoard: FOR

   Elect four Class II directors (David Hallal, Kristina Burow, Michael Gilman, Ph.D., and Katie Peng) to serve three-year terms until the 2029 Annual Meeting.

2. 2

   Ratification of the Appointment of Deloitte & Touche LLP as Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the audit committee’s appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2026.

   More detail

   This management proposal asks shareholders to ratify the audit committee’s selection of Deloitte & Touche LLP as the company’s independent registered public accounting firm for fiscal year 2026. Management frames this as a corporate governance practice—seeking shareholder affirmation of an auditor appointment that the audit committee previously approved following Ernst & Young’s decision not to stand for re-election. The proposal notes Deloitte was engaged on June 3, 2025 and that shareholder approval is not legally required but would signal support; if shareholders do not ratify, the audit committee would reconsider the appointment. The filing provides background on prior auditor transition, fees paid to Deloitte and Ernst & Young for recent years, and confirms no reportable disagreements or consultations that would raise independence concerns. Vote required is a majority of votes properly cast; the Board recommends a “FOR” vote, citing governance and oversight rationale.

3. 3

   Advisory Vote to Approve Named Executive Officer Compensation (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.

   More detail

   This management proposal requests an advisory approval of the company's executive compensation program as disclosed in the proxy statement (a Say-on-Pay vote). Management positions the vote as non-binding but important for receiving shareholder feedback that the Board and compensation committee will consider when making future compensation decisions. The filing describes the components of executive pay—base salary, annual cash incentive, and long-term equity including performance-based restricted stock units tied to stock-price targets—and explains how these elements are intended to align executive incentives with stockholder interests and retention goals. The filing notes peer benchmarking, use of an independent compensation consultant, severance and change-in-control protections, and compensation recovery policies. The Board recommends a “FOR” vote. The vote requires a majority of votes properly cast and is considered a non-routine matter for broker voting purposes.

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When is the Scholar Rock Holding Corp 2026 annual meeting?

Scholar Rock Holding Corp (SRRK) holds its 2026 annual shareholder meeting on Thursday, June 4, 2026.

What is the record date for the Scholar Rock Holding Corp 2026 meeting?

The record date for the Scholar Rock Holding Corp 2026 meeting is Friday, April 10, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Scholar Rock Holding Corp's 2026 meeting?

The board is presenting 4 director nominees at the Scholar Rock Holding Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Scholar Rock Holding Corp 2026 meeting?

Shareholders will vote on 3 proposals at the Scholar Rock Holding Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.