📜 What This Document Is 📢

This document is a Proxy Statement (DEF 14A). Think of it as a detailed instruction manual mailed to stockholders before a big vote. It explains why the company needs you to vote and what specific proposals you will be voting on.

The filing is for OnKure Therapeutics, Inc.'s annual meeting of stockholders, scheduled for Wednesday, June 3, 2026. Since it's a formal, definitive proxy statement, it provides all the necessary context for stockholders to exercise their voting rights.

👉 What to expect: The statement covers governance, who is running the company, and details about three key proposals that require a vote.

🏢 What OnKure Therapeutics Does 🧬

OnKure Therapeutics is a biopharmaceutical company that has recently undergone a significant corporate change. The company was formerly known as Reneo Pharmaceuticals, Inc., and its history reflects a merger that established its current identity.

Originally, the company was known as "Reneo Pharmaceuticals, Inc." and completed a merger on October 4, 2024. As part of this transaction, it changed its name to OnKure Therapeutics, Inc.

👉 The Merger Details: The merger involved "Legacy OnKure" merging into OnKure Therapeutics, Inc. The company also effected a reverse stock split of Reneo’s issued common stock at a ratio of 1:10. These actions changed the company’s legal structure and stock classification.

🏛️ Board Structure and Governance 🧭

The Board of Directors is the group ultimately responsible for guiding the company's overall strategy and overseeing management. OnKure’s governance structure is designed to ensure that the company is managed with strong oversight and transparency.

• Board Composition: The Board currently has eight directors. They are organized into three classes with staggered three-year terms, meaning that at each annual meeting, only one class of directors is up for election.
• Leadership Separation: The Board believes it is best to keep the roles of the Chief Executive Officer (CEO) and the Board Chairperson separate. This structure aims to ensure that the Chairperson can provide independent oversight of the day-to-day management run by the CEO.
• Director Independence: The company lists its stock on Nasdaq. Nasdaq requires that a majority of the board be "independent." This means directors cannot have relationships that might compromise their ability to exercise objective judgment.
  • The Board has determined that R. Michael Carruthers, Valerie Jansen, Edward Mathers, Andrew Phillips, and Liam Ratcliffe are considered "independent directors."
  • Dr. Saccomano (CEO/President) and Mr. Grey are noted as not being independent due to their roles in the company.

🏆 The Board’s Committees and Oversight 🛡️

To handle its immense responsibilities, the Board delegates specific oversight tasks to three standing committees. These committees are crucial for managing corporate risk and financial health.

📊 The Audit Committee: This committee is responsible for overseeing the company's financial reporting processes and audits. They ensure the company’s financial statements are accurate and that internal controls are functioning correctly.

• Members: R. Michael Carruthers (Chair), Andrew Phillips, and Edward Mathers.
• Key Function: They select, compensate, and evaluate the independent public accounting firm.

💰 The Compensation Committee: This committee focuses on executive pay. They review and approve or recommend compensation for the company’s officers and staff.

• Members: Andrew Phillips (Chair) and Edward Mathers.
• Key Function: They ensure that the compensation plans do not encourage "excessive risk taking" by management.

🧑‍💻 The Nominating and Corporate Governance Committee: This committee is the gatekeeper for board membership. They recommend who should be considered for the Board of Directors and manage the company's governance rules.

• Members: Andrew Phillips (Chair) and Valerie M. Jansen.
• Key Function: They review potential candidates, assess director qualifications (e.g., business acumen, experience in biotech), and oversee the company’s overall governance guidelines.

📋 The Three Proposals to be Voted On 🗳️

The core of the proxy statement revolves around three specific actions that the stockholders must vote on. The Board recommends voting "FOR" all three proposals.

1. Election of Directors:

• Goal: To elect three Class II directors, who will serve until the 2029 annual meeting.
• Voting Requirement: Directors are elected by a plurality of votes, meaning the nominees with the highest number of "FOR" votes win.
• Why it matters: This vote determines the composition of the Board for the next few years and influences the company's strategic direction.

2. Ratification of Independent Auditor:

• Goal: To vote on the appointment of KPMG LLP as the independent public accounting firm for the fiscal year ending December 31, 2026.
• Voting Requirement: This requires the affirmative vote of a majority of the voting power of shares present.
• Why it matters: The auditor provides the external, unbiased review that ensures the company’s financial books are accurate and meet regulatory standards.

3. Amendment and Restatement of the Equity Incentive Plan:

• Goal: To modify the existing 2024 Equity Incentive Plan. The two main changes are:
  • Increasing the shares reserved for issuance by approximately 8% of the outstanding shares.
  • Removing the annual limit of 2,407,100 shares from the "evergreen" provision.
• Why it matters: This proposal is a technical one that gives the company greater flexibility to grant stock awards to employees and consultants in the future, which is key for attracting and retaining talent in the high-growth biotech industry.

💼 Director Compensation Overview 💸

The Proxy Statement provides a detailed breakdown of how much compensation the non-employee directors received in the fiscal year ended December 31, 2025. The compensation structure includes cash fees, option awards, and stock awards.

• Highest Total Compensation: Andrew Phillips, Ph.D., received the highest total compensation at $103,794 (based on fees, options, and stocks).
• Compensation Range: The total compensation for directors ranged from a low of $56,294 (Michael Grey) to a high of $103,794 (Andrew Phillips).
• Liam Ratcliffe: Note that Dr. Ratcliffe received $0 total compensation because he was not a director during the fiscal year ended December 31, 2025.

📝 Corporate Governance Rules & Policies 🌐

OnKure has established several formal policies to maintain ethical standards and manage financial risk. These rules guide how the company and its leaders should conduct themselves.

• Insider Trading Policy: This policy is highly strict. It explicitly prohibits directors, officers, and employees from engaging in several risky financial activities, including:

  • Engaging in short sales (betting against the stock).
  • Trading options (like puts and calls).
  • Pledging company securities as collateral for loans.
  • Holding company securities in a margin account.
  • Why it matters: This policy is designed to prevent employees and insiders from using non-public information for personal gain, which is illegal.

• Code of Business Conduct and Ethics: All employees, officers, and directors must adhere to this code. It reinforces the company's commitment to ethical behavior in all operations.

📅 Meeting Logistics and Voting Instructions 💻

This section covers the practical details required for any stockholder to participate in the meeting and vote their shares.

• Meeting Details:

  • Date: Wednesday, June 3, 2026.
  • Time: 9:00 a.m. Eastern Time.
  • Format: The meeting will be completely virtual via live audio webcast. Attendance in person is not permitted.
  • Voting Platform: Stockholders must use the online voting platform at www.virtualshareholdermeeting.com/OKUR2026.

• Record Date: The official list of stockholders entitled to vote is the Record Date, set as April 16, 2026. Only stockholders of record on this date can vote.

• Voting Deadline: To vote, stockholders of record must act by the deadline of 11:59 p.m. Eastern Time on June 2, 2026.

📞 Key Contacts and Next Steps ✉️

If stockholders have questions or need to access materials, several key resources are provided:

• General Website: The proxy materials and annual report can be accessed at www.proxyvote.com.
• Investor Relations: For general inquiries, stockholders can contact OnKure Therapeutics, Inc. at 6707 Winchester Cir. #400, Boulder, CO 80301 or call (720) 307-2892.
• Transfer Agent: For matters related to shares and stock ownership, the transfer agent is Equiniti Trust Company, LLC. They can be reached by phone at 718-921-8300 or by mail at 6201 15 th Avenue, Brooklyn, New York 11219.
• SEC Filing Results: The voting results will be disclosed on a Current Report on Form 8-K within four business days after the meeting.

---

🧠 The Analogy 🧱

Think of a Proxy Statement like the detailed rulebook and agenda for a highly technical neighborhood association meeting. The directors (the board members) are the elected leaders, the committees are the sub-committees (like Finance or Zoning), and the proposals are the critical votes, like whether to hire a new professional accountant (the auditor) or update the budget rules (the equity plan). The proxy statement doesn't make the decisions, but it gives every homeowner (stockholder) the power—and the explicit instructions—to vote on what the neighborhood should do next.

🧩 Final Takeaway 💡

This document is a voting guide for OnKure Therapeutics' 2026 annual meeting, focusing heavily on corporate governance and compliance. Stockholders must review the voting proposals (directors, auditor, equity plan) to ensure the company maintains financial integrity and operational flexibility while pursuing its biotech goals.