Alpha Cognition (ACOG) Proxy Filing summary

Executive summary

• Annual general meeting scheduled for June 19, 2025, to address key governance and compensation matters.

• Shareholders will consider financial statements, elect directors, appoint auditors, and vote on a new stock and incentive plan.

• Proxy materials are available online, and shareholders are encouraged to vote by proxy if unable to attend.

Voting matters and shareholder proposals

• Proposals include setting the board at six directors, electing directors, appointing Manning Elliott LLP as auditor, and approving the 2025 Stock and Incentive Plan.

• Shareholders may submit proposals for the next annual meeting by January 5, 2026, for proxy inclusion.

• Voting rights: one vote per common or preferred share; no cumulative voting.

Board of directors and corporate governance

• Board consists of six members, majority deemed independent under Nasdaq rules.

• Committees: Audit (Len Mertz, John Havens, Rob Bakshi), Compensation (Phillip Mertz, Rob Bakshi), Governance and Nomination (Len Mertz, Robert Wills, John Havens).

• Board and committees met regularly in 2024; all directors attended at least 75% of meetings.

• Board diversity, director qualifications, and annual performance assessments are emphasized.

• Code of Business Conduct and Ethics and anti-hedging/insider trading policies in place.