Celularity (CELU) Proxy filing summary

Executive summary

• Annual meeting set for December 30, 2026; seven matters include director election, auditor ratification, executive pay, equity-plan expansion and approval of financing-related share issuance.

• Board recommends FOR Proposals 1, 2, 3, 5 and 6, and every three years for future say-on-pay votes.

Voting matters and shareholder proposals

• Steven N. Gordon is nominated for a Class II term through the 2029 annual meeting; election is by plurality, with the most FOR votes electing the nominee.

• Proposals 2, 3, 5 and 6 require a majority of voting power present or represented and entitled to vote; abstentions count against, while broker non-votes generally have no effect.

• Proposal 4 offers one-, two- or three-year say-on-pay frequency choices; the board recommends three years, and the vote is advisory.

• Stockholder proposals for the 2027 proxy statement are due by July 13, 2027; other meeting business notices are due September 1–October 1, 2027.

Board of directors and corporate governance

• Board has five members, with staggered three-year terms; Robert J. Hariri serves as CEO and Board Chair, a structure the board says provides unified leadership and a clear chain of command.

• Peter Diamandis and Diane Parks were determined independent; Hariri and Gordon are non-independent executive officers, and Philip Barach was deemed non-independent due to Trust financing and governance ties.

• Naveen Jain was appointed to succeed Parks after the Section 14(f) waiting period; Jain was designated under investor board rights tied to the September 2026 financing.

• Barach serves on compensation and nominating committees under Nasdaq limited exceptions, for periods not exceeding two years; the audit committee comprises Diamandis and Parks.