📜 What This Document Is 📰

This document is a Preliminary Proxy Statement (PRE 14A). Think of it as a comprehensive packet of information and a set of instructions sent out to company shareholders before the annual meeting. Its purpose is not to report quarterly earnings, but rather to get shareholder votes on several crucial governance items.

👉 What to Expect: You will find details on electing the Board of Directors, approving executive pay, making changes to the company's operating structure (like increasing authorized shares), and confirming the external auditor. The voting instructions and key company updates for 2025 are included here.

🧬 The Company and Its Scientific Focus 🔬

Allogene Therapeutics is a company focused on developing advanced treatments using CAR T (Chimeric Antigen Receptor T) therapy, which involves genetically engineering a patient's own immune cells to treat cancer and other diseases. They are driven by developing multiple proprietary cell therapies for different indications.

👉 Core Products & Programs:

cema-cel: Advanced through the pivotal Phase 2 ALPHA3 trial, which has activated over 60 sites across the U.S. and Canada. This is a key area of focus.
ALLO-316: Showcased at ASCO 2025 with updated Phase 1 TRAVERSE clinical data. This data highlighted a 31% confirmed response rate in patients with CD70 TPS ≥50%.
ALLO-329 (autoimmune program): This program advanced significantly by securing FDA IND clearance, receiving three FDA Fast Track designations, and initiating the Phase 1 RESOLUTION trial.

🏢 Governance Structure and Board Leadership 👑

The Board of Directors is responsible for overseeing the company's strategic direction and making sure management runs the business correctly. Allo emphasizes that good corporate governance is vital for protecting the company's long-term value.

👉 Key Leadership Roles:

Executive Chair: Dr. Arie Belldegrun, a co-founder, serves as the Executive Chair. Due to his operational and strategic involvement, he is compensated through a consulting agreement with Bellco, which extends far beyond typical board chair duties.
Lead Independent Director (LID): Dr. Franz Humer serves as the Lead Independent Director. His role is to provide strong independent oversight and ensure open communication between independent directors and management.
Board Composition: The Board is comprised of directors with deep expertise in life sciences, immuno-oncology, and venture capital. The Board maintains a classified board structure (three classes, three-year terms). The company argues this structure is necessary in biotech to ensure stable leadership, enhance negotiation leverage in mergers (M&A), and protect against activist investors who might pressure short-term decisions.

🗓️ Important Dates and Meeting Logistics 💻

The annual shareholder meeting has specific dates and requirements that stockholders need to be aware of to ensure their vote counts.

👉 Annual Meeting Details:

Meeting Date: June 18, 2026.
Time: 8:00 a.m. Pacific Time.
Format: Completely virtual meeting.
Webcast Link: www.virtualshareholdermeeting.com/ALLO2026.
Record Date (Voting Eligibility): Stockholders must be of record by the close of business on April 20, 2026, to vote.
Voting Deadline: All votes (via phone or internet) must be received by 11:59 p.m., Eastern Time, on June 17, 2026.

🗳️ The Specific Proposals for Vote (The "Say-So" Vote) 🗳️

The proxy statement requires shareholders to vote on five distinct proposals. These are not operational decisions but rather votes on corporate governance and structure.

Proposal 1: Election of Directors: Shareholders vote to elect three nominees to hold office until the 2029 Annual Meeting.
Proposal 2: Executive Compensation Approval: Shareholders vote (on an advisory basis) to approve the compensation of the company’s named executive officers for 2025.
Proposal 3: Say-On-Pay Frequency: Shareholders advise on the preferred frequency of voting on executive pay (options include "1 Year," "2 Years," or "3 Years").
Proposal 4: Authorized Shares Amendment: Shareholders vote to amend the Certificate of Incorporation, increasing the maximum authorized common stock shares from 400,000,000 shares to 800,000,000 shares.
Proposal 5: Auditor Ratification: Shareholders vote to ratify the selection of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026.

📈 Investment & Financial Milestones 🚀

Although this is a governance document, the proxy provides a concise summary of the company’s progress and operational focus during 2025, which is crucial for assessing corporate momentum.

👉 Key Progress Highlights:

Clinical Trials: The advanced status of cema-cel and the promising results (31% confirmed response rate) from ALLO-316 are the primary drivers of current activity.
Regulatory Advances: Securing FDA IND clearance and multiple Fast Track designations for ALLO-329 signals that the company is successfully navigating the complex regulatory pathway for developing new treatments.
Operations: The company maintained sufficient inventory during 2025 to support the critical ALPHA3, RESOLUTION, and TRAVERSE clinical needs, demonstrating operational planning and resilience.

🛡️ Corporate Governance Committees (The Watchdogs) 🔍

The Board uses several specialized committees to provide deep-dive oversight, ensuring that different aspects of the company—from accounting to R&D—receive expert scrutiny.

👉 Audit Committee: Composed of Ms. Barrett, Dr. Mayo, and Ms. Messemer. Their primary function is to oversee the company’s financial reporting, audit process, and financial controls.

Why it matters: They review and approve the engagement of the independent public accounting firm and monitor all significant financial risks, protecting the company's financial integrity.
Metrics: The committee met five times during 2025.

👉 Compensation Committee: Composed of Ms. Barrett, Mr. DeYoung, and Dr. Humer. They manage the compensation strategy for executive officers and directors.

Why it matters: They ensure executive pay is competitive and aligns with company performance. They also determine the recommendation for the "Say-on-Pay" vote frequency.
Metrics: The committee met five times during 2025.

👉 Nominating and Corporate Governance Committee: Composed of Ms. Messemer, Mr. Sisitsky, and Dr. Witte. This committee oversees the pool of talent for the Board.

Function: They are responsible for identifying, reviewing, and nominating candidates for the Board, assessing director performance, and developing overall corporate governance policies.

👉 Research and Development Committee: Composed of Dr. Mayo, Dr. Sato, and Dr. Witte (Chair).

Function: This committee provides advice and oversight on the Company's R&D programs, helping to decide where to best allocate resources and manage emerging scientific trends.
Metrics: The committee met twice during 2025.

📜 Director and Expert Qualifications (The Skill Set) ✨

The Board is heavily focused on demonstrating its collective expertise across multiple scientific and corporate domains. The biographies provided highlight deep experience in biotech and oncology.

👉 Key Experience Examples:

Dr. David Chang: A co-founder and CEO, he has extensive experience in life sciences and immuno-oncology. He previously held senior roles at Amgen Inc.
Dr. Arie Belldegrun: A co-founder and Executive Chair, his background combines urology and oncology expertise with a long history of leading successful companies.
Elizabeth Barrett: Brings deep experience from major pharma companies, having served as the Global President of Oncology at Pfizer and managing the launch of Kymriah® at Novartis Oncology.

🚨 How to Exercise Your Voting Rights 📮

This section provides critical, highly detailed instructions on how shareholders must vote to ensure their wishes are counted, especially regarding the difference between "Stockholder of Record" and "Beneficial Owner."

👉 For Stockholders of Record (Shares registered in your name):

You can vote live online, via proxy card, or by phone/internet.
It is crucial to vote by proxy (if not attending) to ensure your vote is counted.
Any undated vote returns a default "For" vote on all five proposals.

👉 For Beneficial Owners (Shares held by a broker/bank):

You must follow instructions from your broker/bank, as they are the "stockholder of record."
Warning: Proposals 1, 2, 3, and 4 are considered "non-routine," meaning the broker cannot vote these matters without your explicit written instructions.

🌐 Governance and Ethical Standards 🧐

Allogene emphasizes that its commitment to ethics and governance is central to its operations. The Board has established comprehensive guidelines and protocols to maintain high standards.

👉 Key Policies:

Code of Conduct: All employees and directors must adhere to a Code of Business Conduct and Ethics.
Corporate Governance Guidelines: These guidelines establish a framework promoting accountability and independent oversight.
Independence Rules: The Board determined that all current directors are independent, with exceptions for Dr. Belldegrun (non-independent due to a consulting relationship) and Dr. Chang (non-independent due to his CEO role).
Risk Oversight: The Board's leadership structure and committees work together to oversee financial, operational, regulatory, and cybersecurity risks, ensuring management's risk considerations are integrated into all decisions.

📞 Contact and Resources 📍

If shareholders have questions about the proxies or the meeting details, specific contact points are provided.

For All General Inquiries: Written communications should be sent to: Allogene Therapeutics, Inc., Attn: Corporate Secretary, 210 East Grand Avenue, South San Francisco, California 94080.
For Reviewing Stockholder List: Any stockholder can view the list of record holders by contacting the Corporate Secretary at (650) 457-2700.

🧠 The Analogy

Think of a company's annual proxy statement like a large, annual "report card and rule book" given to the parents (the shareholders). It doesn't grade the student (the company) on homework (daily sales), but it grades the teachers (the Board and the executives) on how well they teach, who gets to be the principal next year, and what rules they want the school to follow. The focus is on governance and direction, not just profits.

🧩 Final Takeaway

This filing tells shareholders that while Allogene has major scientific milestones, its immediate focus is on reaffirming its internal governance structure and obtaining shareholder votes to approve leadership roles and financial mechanisms, ensuring stable, long-term strategic oversight in the complex biotech sector.

ALLO Seeks Shareholder Vote to Increase Authorized Shares and Approve Executive Pay