Cue Biopharma Inc.

02/18/2026 | Press release | Distributed by Public on 02/18/2026 15:00

Material Event (Form 8-K)

Item 8.01.

Other Events.

Cue Biopharma, Inc. (the "Company") has set April 13, 2026 as the date for the Company's 2026 Annual Meeting of Stockholders (the "2026 Annual Meeting"). Proposals of stockholders intended to be presented at the 2026 Annual Meeting pursuant to Rule 14a-8 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), must be received by the Company at its principal executive offices a reasonable time before the Company begins to print and send its proxy materials in order to be considered for inclusion in the Company's proxy statement and proxy card relating to the 2026 Annual Meeting. The Company will consider proposals received on or before February 28, 2026 to have been received a reasonable time before the Company begins to print and send its proxy materials.

In addition, the Company's Amended and Restated Bylaws (the "Bylaws") establish an advance notice procedure for nominations for election to the Board of Directors of the Company (the "Board") and other matters that stockholders wish to present for action at an annual meeting other than those to be included in the Company's proxy statement. The Company must receive such proposals by the later of the close of business 90 days prior to such annual meeting and 10 days following the day on which notice of the date of such annual meeting was mailed or public announcement of the date of such annual meeting was first made. For the 2026 Annual Meeting, such deadline falls on February 28, 2026. If the stockholder fails to give notice by this date, then the persons named as proxies in the proxies solicited by the Board for the 2026 Annual Meeting may exercise discretionary voting power regarding any such proposal. The Bylaws specify requirements as to the form and content of a stockholder's notice.

In addition to satisfying the advance notice provisions in the Bylaws relating to director nominations, including the earlier notice deadlines set out above, to comply with Rule 14a-19, the Securities and Exchange Commission's universal proxy rule, stockholders who intend to solicit proxies in support of director nominees other than the Company's nominees in compliance with Rule 14a-19 under the Exchange Act must also provide notice that sets forth the information required by Rule 14a-19 by the later of 60 days prior to the date of the annual meeting or the 10th day following public announcement by the Company of the date of the annual meeting. For the 2026 Annual Meeting, such deadline falls on February 28, 2026.

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