GRAPHITE BIO, INC.
PROXY STATEMENT
FOR THE
2022 ANNUAL MEETING OF STOCKHOLDERS
GENERAL INFORMATION
Why are you holding a virtual Annual Meeting?
The safety
of our stockholders is important to us and due to the ongoing public health concerns about COVID-19, this years Annual Meeting will be a virtual meeting of stockholders. We have implemented
the virtual format in order to facilitate stockholder attendance at our Annual Meeting. 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 of our board of directors or management.
How do I attend and participate in the Annual Meeting online?
To attend and participate in the Annual Meeting, stockholders will need to access the live audio webcast of the meeting. To do so, stockholders of record will
need to visit www.virtualshareholdermeeting.com/GRPH2022 and use their control number provided in the proxy card to preregister to this website, and beneficial owners of shares held in street name will need to follow the same instructions.
Registration will open 15 minutes prior to the meeting.
The live audio webcast of the Annual Meeting will begin promptly at 8:00 a.m. Pacific Time.
How can I get help if I have trouble checking in or listening to the meeting online?
There will be a support number available on the login page of the virtual meeting 15 minutes before the meeting begins for any stockholders having technical
difficulties. The technical support line will not be able to provide control numbers, but will be able to assist with any technical issues.
When are
this proxy statement and the accompanying materials scheduled to be sent to stockholders?
We have elected to provide access to our proxy materials to
our stockholders via the Internet. Accordingly, on or about April 29, 2022, we will begin mailing a Notice of Internet Availability of Proxy Materials, or Notice. Our proxy materials, including the Notice of the 2022 Annual Meeting of Stockholders,
this proxy statement and the accompanying proxy card or, for shares held in street name (i.e., held for your account by a broker or other nominee), a voting instruction form, and the 2021 Annual Report to Stockholders, or 2021 Annual Report, will be
made available to stockholders on the Internet on or about the same date. You will need the 16-digit control number included on the Notice to access these materials. If you would like to receive a print
version of the proxy materials, free of charge, please follow the instructions on the Notice.
Who is soliciting my vote?
Our Board of Directors, or the board of directors, is soliciting your vote for the Annual Meeting.
When is the record date for the Annual Meeting?
The
record date for determination of stockholders entitled to vote at the Annual Meeting is the close of business on April 25, 2022.
How many votes
can be cast by all stockholders?
There were 57,970,110 shares of our common stock, par value $0.00001 per share, outstanding on April 25, 2022,
all of which are entitled to vote with respect to all matters to be acted upon at the Annual Meeting. Each stockholder of record is entitled to one vote for each share of our common stock held by such stockholder. As the
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