Celularity (CELU) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for December 19, 2024, to elect one Class III director and ratify the appointment of EisnerAmper LLP as the independent auditor for 2024.

• Only stockholders of record as of November 8, 2024, are entitled to vote, with 22,005,358 shares of Class A common stock outstanding.

• Voting can be done in person, by mail, telephone, or internet, and proxies may be revoked before the meeting.

• The board recommends voting for the director nominee and auditor ratification.

Voting matters and shareholder proposals

• Proposal 1: Elect Robert J. Hariri, M.D., Ph.D., as Class III director to serve until 2027.

• Proposal 2: Ratify EisnerAmper LLP as the independent registered public accounting firm for 2024.

• Stockholder proposals for the 2025 meeting must be submitted by July 22, 2025, for inclusion in proxy materials.

• Advance notice for other proposals or nominations is required between August 21 and September 20, 2025.

Board of directors and corporate governance

• The board consists of six members divided into three classes with staggered terms.

• All directors except Dr. Hariri are considered independent under Nasdaq and SEC rules.

• The board has audit, compensation, and nominating/governance committees, each with independent members and defined charters.

• Board diversity is disclosed, with one female and five male directors, and a range of demographic backgrounds.

• The board is chaired by the CEO, with a rationale provided for combining these roles.