Exicure Sets Virtual 2025 Annual Meeting; Board Seeks Support on Key Proposals

TL;DR

**XCUR's virtual annual meeting is a routine governance check, but active shareholder participation is key for director elections and executive pay, so don't be a broker non-vote!**

AI Summary

Exicure, Inc. (XCUR) is holding its 2025 Annual Meeting of Stockholders virtually on November 6, 2025, at 5:00 p.m. Central Time. Stockholders will vote on three key proposals: the election of two Class II directors, the ratification of CBIZ LLP as the independent registered public accounting firm for fiscal year 2025, and an advisory vote on executive compensation. As of the September 9, 2025 record date, there were 6,317,816 shares of common stock outstanding and entitled to vote. The Board of Directors unanimously recommends a 'FOR' vote on all three proposals. The company is emphasizing virtual participation and electronic voting, with online check-in beginning at 4:30 p.m. Central Time on the meeting date. The Director Election Proposal and Say-on-Pay Proposal are considered 'non-routine' matters, meaning brokers cannot vote uninstructed shares, highlighting the importance of stockholder participation.

Why It Matters

This DEF 14A filing outlines critical governance decisions for Exicure, Inc., directly impacting investor confidence and strategic direction. The election of Class II directors will shape the company's leadership for the next three years, influencing future business decisions and oversight. Ratifying CBIZ LLP ensures continued financial transparency and accountability, which is crucial for investor trust. The advisory vote on executive compensation provides stockholders a voice on management incentives, potentially affecting employee morale and retention in a competitive biotech landscape. For customers, stable governance and clear financial practices can signal reliability in product development and delivery.

Risk Assessment

Risk Level: low — The filing primarily details procedural information for the 2025 Annual Meeting, including voting on director elections, auditor ratification, and executive compensation. There are no immediate financial or operational risks disclosed within this DEF 14A. The 6,317,816 shares outstanding on the record date of September 9, 2025, indicate a stable base for voting, and the proposals are standard for an annual meeting.

Analyst Insight

Investors should review the proxy materials, particularly regarding the Class II director nominees and executive compensation, and cast their votes by November 5, 2025, at 11:59 p.m. Eastern Time. Given the 'non-routine' nature of director elections and say-on-pay, beneficial owners must provide specific instructions to their brokers to ensure their votes are counted.

Key Numbers

• 6,317,816 — Shares of common stock outstanding (Entitled to vote as of the September 9, 2025 record date)
• 2025-11-06 — Date of Annual Meeting (Scheduled date for the virtual Annual Meeting of Stockholders)
• 5:00 p.m. — Annual Meeting start time (Central Time for the virtual Annual Meeting)
• 2 — Number of Class II directors (Nominees to be elected to hold office until the 2028 Annual Meeting)
• 2025-09-09 — Record date (Date by which stockholders must hold shares to vote at the Annual Meeting)
• 4,158,909 — Shares for quorum (Number of shares required to be present for a quorum (majority of 6,317,816 shares))
• 11:59 p.m. — Proxy voting deadline (Eastern Time on November 5, 2025, for internet and telephone proxy votes)

Key Players & Entities

• EXICURE, INC. (company) — Registrant for DEF 14A filing
• CBIZ LLP (company) — Proposed independent registered public accounting firm for fiscal year 2025
• Andy Yoo (person) — Chief Executive Officer and President of Exicure, Inc.
• Securities and Exchange Commission (regulator) — Governing body for SEC filings
• Equiniti Trust Company, LLC (company) — Transfer agent for Exicure, Inc.
• Broadridge Financial Solutions, Inc. (company) — Inspector of elections for the Annual Meeting

FAQ

Industry Context

Exicure, Inc. operates in the biotechnology sector, focusing on developing novel therapeutics. This industry is characterized by high research and development costs, long development cycles, and significant regulatory hurdles. Success often depends on innovation, intellectual property protection, and the ability to secure funding for clinical trials and commercialization.

Regulatory Implications

As a biotechnology company, Exicure is subject to stringent regulations from bodies like the FDA. Compliance with clinical trial protocols, manufacturing standards, and marketing approvals is critical. Any failure to adhere to these regulations can lead to significant delays, financial penalties, or the inability to bring products to market.

What Investors Should Do

1. Review proxy materials carefully.
2. Vote your shares.
3. Participate in the virtual meeting.
4. Submit proxy votes by the deadline.

Key Dates

• 2025-11-06: 2025 Annual Meeting of Stockholders — Stockholders will vote on director elections, ratification of auditors, and executive compensation. The meeting will be held virtually.
• 2025-09-09: Record Date — Establishes the list of stockholders eligible to vote at the Annual Meeting. 6,317,816 shares of common stock were outstanding.
• 2025-11-05: Proxy voting deadline — Last day for stockholders to submit proxy votes via internet or telephone (11:59 p.m. Eastern Time).
• 2025-09-23: Distribution of proxy materials — Indicates when stockholders began receiving the proxy materials for the upcoming Annual Meeting.

Glossary

DEF 14A

A proxy statement filing required by the SEC for companies holding annual meetings of shareholders. (This document contains the information provided in this analysis, detailing the agenda and proposals for Exicure's 2025 Annual Meeting.)

Class II directors

Directors who are part of a specific class in a staggered board structure, typically serving a three-year term. (Two Class II directors are up for election at the 2025 Annual Meeting, with nominees serving until the 2028 Annual Meeting.)

Record date

A specific date set by a company to determine which shareholders are eligible to receive dividends, vote on company matters, or receive other distributions. (As of September 9, 2025, 6,317,816 shares were outstanding and entitled to vote, establishing the voting base for the Annual Meeting.)

Quorum

The minimum number of shares that must be represented at a meeting for business to be legally transacted. (A quorum requires the presence of a majority of the outstanding shares, which is 4,158,909 shares for Exicure's meeting.)

Non-routine matters

Proposals that do not directly concern the business of the company, such as director elections or executive compensation, where brokers cannot vote uninstructed shares. (The Director Election and Say-on-Pay proposals are non-routine, emphasizing the need for direct stockholder participation.)

Year-Over-Year Comparison

This analysis is based on the 2025 DEF 14A filing. Comparative data from a previous filing (e.g., 2024 DEF 14A) would be needed to assess changes in revenue, profitability, executive compensation, or risk factors over time. Without prior year data, a direct comparison of key metrics is not possible from this document alone.

Filing Documents

• xcur-20250923.htm (DEF 14A) — 353KB
• xcur-20250923_g1.jpg (GRAPHIC) — 166KB
• xcur-20250923_g2.jpg (GRAPHIC) — 445KB
• xcur-20250923_g3.jpg (GRAPHIC) — 190KB
• 0001698530-25-000085.txt ( ) — 2592KB
• xcur-20250923.xsd (EX-101.SCH) — 3KB
• xcur-20250923_def.xml (EX-101.DEF) — 3KB
• xcur-20250923_lab.xml (EX-101.LAB) — 4KB
• xcur-20250923_pre.xml (EX-101.PRE) — 2KB
• xcur-20250923_htm.xml (XML) — 41KB

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 13 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 14 BOARD OF DIRECTORS AND CORPORATE GOVERNANCE 16 DELINQUENT SECTION 16(A) REPORTS 20 DIRECTOR COMPENSATION 21 EXECUTIVE OFFICERS 22

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 23 AUDIT COMMITTEE REPORT 27 HOUSEHOLDING 28 STOCKHOLDER PROPOSALS FOR THE 2025 ANNUAL MEETING 29 OTHER MATTERS 30 PROXY CARD 31 Table of Contents ________________________________ PROXY STATEMENT FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON NOVEMBER 6, 2025 ________________________________ QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING PROCEDURES Why am I receiving these materials? We are providing you with these proxy materials because the Board of Directors (the "Board of Directors" or the "Board") of Exicure, Inc. ("Exicure," the "Company," "we," "us" or "our") is soliciting your proxy to vote at the 2025 Annual Meeting of Stockholders (the "Annual Meeting"), including at any adjournments or postponements thereof. The Annual Meeting will be held on Thursday, November 6, 2025, at 5:00 p.m., Central Time virtually and exclusively online via live audio-only webcast at www.virtualshareholdermeeting.com/XCUR2025. T hese proxy materials are first being distributed or otherwise sent to stockholders on or about September 23, 2025. Why are you holding a virtual Annual Meeting? The Annual Meeting will be held in a virtual meeting format only. We have designed our virtual format to enhance, rather than constrain, stockholder access, participation and communication. For example, the virtual format allows stockholders to communicate with us in advance of, and during, the Annual Meeting so they can ask questions to our Board or management. Just as we did during our in-person meetings in the past, during the live Q&A session of the Annual Meeting, we may answer questions as they come in and address those asked in advance, to the extent relevant to the business of the Annual Meeting, as time permits. How do I attend the Annual Meeting? The Annual Meeting is being held in a virtual-only format this year; you cannot attend the Annual Meeting physically. Stockholders attending the virtual meeting will

View Full Filing

View this DEF 14A filing on SEC EDGAR