Cadrenal Therapeutics (CVKD) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on September 24, 2026, with stockholders voting on five key proposals, including director election, auditor ratification, equity plan amendment, warrant exercise approval, and potential adjournment.

• Stockholders of record as of July 27, 2026, are eligible to vote, with one vote per share on all matters.

• Proxy materials are primarily distributed electronically to reduce environmental impact and costs.

Voting matters and shareholder proposals

• Election of Quang X. Pham as Class I director for a three-year term expiring at the 2029 Annual Meeting.

• Ratification of WithumSmith + Brown, PC as independent auditor for fiscal year 2026.

• Approval to amend the 2022 Equity Incentive Plan, increasing available shares by 323,542 to 1,000,000.

• Approval for issuance of up to 960,000 shares upon exercise of Series C-1 warrants from a July 2026 private placement.

• Authorization to adjourn the meeting if more time is needed to solicit votes for the plan amendment or warrant exercise proposals.

• Stockholder proposals for the 2027 meeting must be submitted by February 2027 for inclusion in proxy materials.

Board of directors and corporate governance

• The board consists of four directors divided into three classes, with a majority deemed independent under Nasdaq and SEC rules.

• Committees include Audit, Compensation, Nominating and Corporate Governance, and Science and Technology, each with defined responsibilities and independent membership.

• The board encourages director attendance at annual meetings and maintains a combined CEO/Chairman role.

• Policies include a Code of Business Conduct and Ethics, insider trading restrictions, and a clawback policy for executive compensation.