Immuneering Corp
For the period ended Apr 20, 2026. Filed Apr 20, 2026.
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Apr 20, 2026 · Filed Apr 20, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
| Filed by the Registrant | x | Filed by a party other than the Registrant | o |
|---|
Check the appropriate box:
| o | Preliminary Proxy Statement |
|---|---|
| o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| x | Definitive Proxy Statement |
| o | Definitive Additional Materials |
| o | Soliciting Material Pursuant to §240.14a-12 |
Immuneering Corporation
(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):
| x | No fee required |
|---|---|
| o | Fee paid previously with preliminary materials |
| o | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Immuneering Corporation
245 Main Street
Second Floor
Cambridge, MA 02142
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 11, 2026
NOTICE HEREBY IS GIVEN that the Annual Meeting of Stockholders of Immuneering Corporation, a Delaware corporation, will be held on Thursday, June 11, 2026 at 11:00 a.m. Eastern Time. The Annual Meeting will be a completely virtual meeting and will be held via live webcast. You will be able to attend the Annual Meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/IMRX2026. The meeting is being held for the following purposes, as more fully described in the accompanying proxy statement.
The Annual Meeting is being held:
to elect Peter Feinberg and Laurie B. Keating as Class II directors to hold office until our annual meeting of stockholders to be held in 2029 and until their respective successors have been duly elected and qualified;
to ratify the appointment of RSM US LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026; and
to transact such other business as may properly come before the Annual Meeting or any continuation, postponement or adjournment thereof.
These items of business are described in the Proxy Statement that follows this notice. Holders of record of our Class A common stock as of the close of business on April 15, 2026 are entitled to notice of and to vote at the Annual Meeting, or any continuation, postponement or adjournment thereof. A complete list of such stockholders will be open to the examination of any stockholder for a period of ten days ending on the day before the Annual Meeting for a purpose germane to the meeting by sending an email to mbookman@immuneering.com, stating the purpose of the request and providing proof of ownership of the Company’s stock. The Annual Meeting may be continued or adjourned from time to time without notice other than by announcement at the Annual Meeting.
Please see the “General Information” section of the proxy statement that accompanies this notice for more details regarding the logistics of the virtual Annual Meeting, including the ability of stockholders to submit questions during the Annual Meeting, and technical details and support related to accessing the virtual platform.
Your vote is important. Voting your shares will ensure the presence of a quorum at the Annual Meeting and will save us the expense of further solicitation. Please promptly vote your shares by following the instructions for voting by completing, signing, dating and returning your proxy card or by Internet or telephone voting as described on your proxy card. You may also vote online during the Annual Meeting. Instructions on how to vote during the meeting will be available at www.virtualshareholdermeeting.com/IMRX2026.
| By Order of the Board of Directors, | |
| Cambridge, MassachusettsApril 20, 2026 | /s/ Michael D. Bookman |
|---|---|
| Michael D. BookmanChief Legal Officer & Secretary | |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.