Celcuity (CELC) Proxy filing summary

Executive summary

• The annual meeting is scheduled for May 14, 2026, to vote on director elections, auditor ratification, executive compensation, a new stock incentive plan, and an amended employee stock purchase plan.

• Shareholders of record as of March 17, 2026, are entitled to vote, with 48,336,675 shares outstanding.

• Proxy materials are available online, and voting can be done by mail, phone, or internet.

Voting matters and shareholder proposals

• Proposals include electing eight directors, ratifying Boulay PLLP as auditor, approving executive compensation (say-on-pay), adopting the 2026 Stock Incentive Plan, and amending the 2017 Employee Stock Purchase Plan.

• The board recommends voting FOR all proposals.

• Shareholder proposals and director nominations for the 2027 meeting must comply with advance notice bylaws.

Board of directors and corporate governance

• The board consists of eight nominees, with a majority qualifying as independent under Nasdaq rules.

• Committees include Audit, Compensation, and Nominating and Corporate Governance, all composed of independent directors.

• The board has adopted codes of ethics, an anti-bribery policy, and a policy prohibiting insider trading and hedging.

• Family relationships exist between two executive officers (brother-in-law relationship).