Celularity (CELU) Proxy filing summary

Executive summary

• Six proposals cover a Class II director election, auditor ratification, say-on-pay, say-on-pay frequency, an equity-plan share increase and financing-related share issuance; the Board recommends approval of all except recommending a three-year say-on-pay vote cycle.

• The financing proposal concerns notes and warrants under the September 23, 2026 agreement, with stockholder approval sought for full share issuance under Nasdaq rules.

Voting matters and shareholder proposals

• Steven N. Gordon is nominated for a Class II term through the 2029 annual meeting; election is by plurality, and the Board recommends FOR.

• The Board recommends FOR auditor ratification, advisory say-on-pay, a 3.5 million-share plan increase and financing issuance approval; it recommends future say-on-pay votes every three years.

• Proposals 2, 3, 5 and 6 require a majority of voting power present and entitled to vote; proposal 1 is decided by plurality. Say-on-pay votes are advisory and nonbinding.

• Stockholders may submit 2027 meeting proposals and nominations subject to Rule 14a-8, advance-notice bylaws and universal proxy deadlines.

Board of directors and corporate governance

• The Board has five members and staggered three-year classes. Hariri is Chair and CEO; Gordon is an executive officer and director, and Barach joined in September 2026 under financing-related board rights.

• Jain was appointed to succeed Parks after the applicable waiting period following an information statement; Jain’s designation arose from investor board rights tied to the September 2026 financing.

• The Board determined Diamandis and Parks independent; Hariri and Gordon are not independent as executive officers, and Barach is not independent due to Trust financing and governance ties.

• Audit, compensation, and nominating and governance committees operate under SEC- and Nasdaq-compliant charters; Barach serves on the latter two under limited exceptions for up to two years.

• The Board supports combining CEO and Chair roles, citing unified leadership, execution of strategy and information flow; directors attended at least 75% of applicable 2025 meetings.