CURIS INC
For the period ended May 19, 2026. Filed Apr 21, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 19, 2026 · Filed Apr 21, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under Rule 14a-12 |
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
☒ No fee required.
☐ Fee paid previously with preliminary materials.
☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 19, 2026
NOTICE IS HEREBY GIVEN that the annual meeting of stockholders of Curis, Inc. will be held exclusively online via the Internet as a virtual web conference at www.virtualshareholdermeeting.com/CRIS2026 on May 19, 2026, at 11:00 a.m. Eastern Time for the purpose of considering and voting upon the following matters:
To elect two Class III directors for a term of three years;
To approve, on an advisory (non-binding) basis, the compensation of our named executive officers;
To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026;
To adopt and approve an amendment to our Restated Certificate of Incorporation, as amended, to increase the number of authorized shares of our common stock;
To approve an adjournment of the annual meeting, if necessary, to solicit additional proxies in the event there are insufficient votes to approve Proposal 4; and
To transact any other business that may properly come before the meeting or any continuation, adjournment or postponement thereof.
The board of directors has fixed the close of business on March 23, 2026 as the record date for the determination of stockholders entitled to notice of and to vote at the meeting and at any continuation, adjournment or postponement thereof. The annual meeting will be conducted as a virtual meeting of stockholders, which will be held exclusively online via the Internet as a virtual web conference. You will be able to attend the annual meeting online, vote your shares online during the annual meeting and submit your questions online during the annual meeting by visiting www.virtualshareholdermeeting.com/CRIS2026. There will not be a physical meeting location and you will not be able to attend the annual meeting in person. Your vote is very important to us. Whether or not you plan to attend the annual meeting online, it is important for your shares to be represented and voted.
A printed copy of our proxy materials, including a proxy card, is being mailed to our stockholders on or about April 21, 2026 and sent by e-mail to our stockholders who have opted for such means of delivery on or about April 21, 2026.
If you are a stockholder of record, you may vote in one of the following ways:
You may submit a proxy to vote over the Internet. If you have Internet access, you may submit a proxy to vote from any location in the world at www.proxyvote.com, by following the instructions on that site or the “Submit a Proxy to Vote by Internet” instructions on the enclosed proxy card.
You may submit a proxy to vote by telephone. You may submit a proxy to vote by calling 1-800-690-6903 and following the instructions provided, or by following the “Submit a Proxy to Vote by Phone” instructions on the enclosed proxy card.
You may submit a proxy to vote by mail. If you received a printed copy of the proxy materials by mail and would like to submit a proxy to vote by mail, you need to complete, date and sign the proxy card that accompanies this proxy statement and promptly mail it in the enclosed postage-prepaid envelope. You do not need to put a stamp on the enclosed envelope if you mail it in the United States. The persons named in the proxy card will vote the shares you own in accordance with your instructions on the proxy card you mail. If you sign and return the proxy card, but do not give any instructions on a particular matter described in this proxy statement, the persons named in the proxy card will vote the shares you own in accordance with the recommendations of our board of directors.
You may vote your shares online while virtually attending the annual meeting. You will be able to attend the annual meeting online, vote your shares online during the annual meeting and submit your questions online during the annual meeting by visiting www.virtualshareholdermeeting.com/CRIS2026. You will need your control number included on your proxy card in order to be able to vote during the Annual Meeting.
If your shares are held in “street name,” that is, held for your account by a bank, brokerage firm or other nominee, you will receive instructions from the holder of record that you must follow to submit a proxy to vote your shares.
Please promptly submit your proxy over the Internet, by phone or by mail. You may revoke your proxy at any time before the annual meeting by following the procedures described in the proxy statement. Further information about how to attend the annual meeting online, vote your shares online during the annual meeting and submit your questions online during the annual meeting is included in the accompanying proxy statement.
All stockholders are cordially invited to attend the annual meeting.
By Order of the Board of Directors,
James E. Dentzer
President and Chief Executive Officer
Lexington, Massachusetts
April 21, 2026
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING ONLINE, WE URGE YOU TO SUBMIT YOUR PROXY TO VOTE YOUR SHARES BY SUBMITTING YOUR PROXY OVER THE INTERNET, OR BY TELEPHONE, OR BY COMPLETING, DATING, SIGNING, AND RETURNING THE ENCLOSED PROXY CARD IN THE ACCOMPANYING ENVELOPE. NO POSTAGE NEED BE AFFIXED IF THE PROXY CARD IS MAILED IN THE UNITED STATES.
TABLE OF CONTENTS
| INFORMATION ABOUT THE ANNUAL MEETING AND VOTING | 1 |
|---|---|
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 7 |
| PROPOSAL 1 — ELECTION OF DIRECTORS | 13 |
| Directors and Nominees for Director | 13 |
| Board Recommendation | 16 |
| CORPORATE GOVERNANCE | 16 |
| Corporate Governance Guidelines | 16 |
| Our Environmental, Social, and Governance Commitment | 16 |
| Human Capital | 17 |
| Determination of Independence | 17 |
| Board Meetings and Attendance | 18 |
| Board Leadership Structure | 18 |
| Board’s Role in Risk Oversight | 18 |
| Board Committees | 19 |
| Executive Officer and Director Compensation Processes | 21 |
| Risks Arising from Compensation Policies and Practices | 21 |
| Director Nomination Process | 21 |
| Communicating with the Board of Directors | 22 |
| Code of Business Conduct and Ethics | 22 |
| Insider Trading Policy | 22 |
| Policies and Procedures for Related Person Transactions | 22 |
| Audit Committee Report | 26 |
| Independent Registered Public Accounting Firm’s Fees and Other Matters | 28 |
| EXECUTIVE AND DIRECTOR COMPENSATION | 29 |
| Executive Compensation | 29 |
| Summary Compensation Table | 29 |
| Outstanding Equity Awards at Fiscal Year-End | 33 |
| Stock Ownership Guidelines | 34 |
| Hedging Policy | 34 |
| Tax and Accounting Considerations | 34 |
| Employment Agreements | 34 |
| Indemnification of Executive Officers | 35 |
| Potential Payments Upon Termination or Change in Control | 36 |
| Pay Versus Performance | 37 |
| Director Compensation | 39 |
| Indemnification of Directors | 40 |
| Securities Authorized for Issuance Under Equity Compensation Plans | 41 |
| Compensation Committee Interlocks and Insider Participation | 41 |
| PROPOSAL 2 — ADVISORY (NON-BINDING) VOTE ON COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS | 42 |
|---|---|
| Board Recommendation | 43 |
| PROPOSAL 3 — RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 43 |
| Board Recommendation | 43 |
| PROPOSAL 4 — ADOPTION AND APPROVAL OF AN AMENDMENT TO OUR RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED, TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF OUR COMMON STOCK | 43 |
| Board Recommendation | 45 |
| PROPOSAL 5 — APPROVAL OF AN ADJOURNMENT OF THE ANNUAL MEETING | 46 |
| Board Recommendation | 46 |
| OTHER MATTERS | 46 |
| Stockholder Proposals for 2027 Annual Meeting | 46 |
| Solicitation of Proxies | 46 |
| Householding of Annual Meeting Materials | 47 |
| APPENDIX | |
| Appendix A - Certificate of Amendment of Restated Certificate of Incorporation to Increase the Number of Authorized Shares of Our Common Stock | A-1 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.