Washington, D.C. 20549




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 §240.14a-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 the appropriate box):

  No fee required.
  Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

Title of each class of securities to which transaction applies:




Aggregate number of securities to which transaction applies:




Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):




Proposed maximum aggregate value of transaction:




Total fee paid:



  Fee paid previously with preliminary materials.
  Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:




Form, Schedule or Registration Statement No.:




Filing Party:




Date Filed:







Your Vote Counts!CODIAK BIOSCIENCES, INC.2021 Annual Meeting Vote by June 17, 2021 11:59 PM ET CODIAK BIOSCIENCES, INC.35 CAMBRIDGEPARK DRIVE, SUITE 500 CAMBRIDGE, MA 02140 D52942-P57002You invested in CODIAK BIOSCIENCES, INC. and it’s time to vote! You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding the availability of proxy material for the stockholder meeting to be held on June 18, 2021. Get informed before you vote View the 2021 Notice and Proxy Statement and Annual Report on Form 10-K for the year ended December 31, 2020 online OR you can receive a free paper or email copy of the material(s) by requesting prior to June 4, 2021. If you would like to request a copy of the material(s) for this and/or future stockholder meetings, you may (1) visit, (2) call 1-800-579-1639 or (3) send an email to If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy. For complete information and to vote, visit Control # Smartphone users Point your camera here and vote without entering a control number Vote Virtually at the Meeting* June 18, 2021 8:30 a.m. Eastern Time Virtually at: *Please check the meeting materials for any special requirements for meeting attendance.


Vote at THIS IS NOT A VOTABLE BALLOT This is an overview of the proposals being presented at the upcoming stockholder meeting. Please follow the instructions on the reverse side to vote these important matters. Voting Items 1. Election of Directors. To elect three Class I directors as nominated by the Codiak BioSciences, Inc. Board of Directors, each to serve a three-year term expiring at the 2024 Annual Meeting of Stockholders and until his successor has been duly elected and qualifed, or until his earlier death, resignation or removal. Nominees: 1a. Steven Gillis, Ph.D. Board Recommends For 1b. Theo Melas-Kyriazi For 1c. Douglas E. Williams, Ph.D. For 2. To ratify the appointment of Ernst & Young LLP as Codiak BioSciences, Inc.’s independent registered public accounting firm for the fiscal year ending December 31, 2021. For Prefer to receive an email instead? While voting on, be sure to click “Sign up for E-delivery”. D52943-P57002