Celcuity (CELC) Proxy filing summary

Voting matters and shareholder proposals

• Election of eight directors is proposed, with all nominees recommended for approval by the board.

• Ratification of Boulay PLLP as the independent registered public accounting firm for the year ending December 31, 2026 is up for vote.

• Advisory approval of named executive officer compensation is included as a voting item.

• Approval of the 2026 Stock Incentive Plan and the Amended and Restated Employee Stock Purchase Plan are proposed.

• Proxies may vote on other business that may properly come before the meeting.

Board of directors and corporate governance

• Eight director nominees are listed for election at the annual meeting.

Executive compensation and say-on-pay

• Advisory vote on executive compensation is scheduled, allowing shareholders to express approval or disapproval.

• A new 2026 Stock Incentive Plan and an amended Employee Stock Purchase Plan are proposed for approval.