Whitehawk Therapeutics Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect three Class III directors (Behzad Aghazadeh, Ph.D.; Richard Maroun; and Emma Reeve) to serve three-year terms expiring at the 2029 annual meeting.

2. 2

   Advisory Vote on Executive Compensation

   ManagementBoard: FOR

   Non-binding, advisory vote to approve the compensation of the named executive officers as disclosed in the proxy statement (say-on-pay).

   More detail

   This management proposal asks shareholders to cast a non-binding advisory vote approving the disclosed compensation of the company’s named executive officers for 2025. Management is seeking this advisory endorsement to affirm its pay framework — which combines base salary, annual cash bonuses, and long-term equity incentives (restricted stock units and stock options) — and to demonstrate alignment between executive pay and company performance and retention objectives. The proxy highlights specific retention payments made in 2025 (Retention Bonus Letters) and significant equity grants and option awards, indicating that a substantial portion of executive pay is equity-based and subject to multi-year vesting, which management argues promotes long-term alignment with stockholder value. The proposal is non-binding by law, but the Board uses the outcome to gauge investor sentiment and has committed to consider significant negative votes when setting future compensation. Company disclosures show material pay elements such as employment agreements with severance/COBRA provisions and change-of-control protections, which could be viewed both as retention tools and potential sources of elevated payout risk in certain scenarios. The pay-versus-performance tables included in the filing show high Summary Compensation Table totals for 2025 relative to reported company TSR and net income (negative net income), a potential area of investor scrutiny for misalignment between realized pay and company financial performance. In recommending a FOR vote, the Board emphasizes governance features (Compensation Committee oversight, independent compensation consultant Radford, multi-year vesting of equity, and clawback/insider trading policies) as mitigating factors. Shareholders evaluating this proposal should weigh the disclosed compensation design and retention needs against the company’s financial performance, the magnitude and timing of equity grants, and whether the advisory endorsement adequately constrains excessive pay or unintended incentives. Overall, the proposal functions as a governance check on the Board’s compensation choices and provides a mechanism for shareholder feedback that, while non-binding, influences future committee actions and disclosures.

3. 3

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

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When is the Whitehawk Therapeutics Inc 2026 annual meeting?

Whitehawk Therapeutics Inc (WHWK) holds its 2026 annual shareholder meeting on Thursday, June 11, 2026.

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

The record date for the Whitehawk Therapeutics Inc 2026 meeting is Friday, April 17, 2026. Shareholders of record on or before that date are eligible to vote.

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

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

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

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