CG Oncology (CGON) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for June 5, 2025, to be held virtually, with voting on director elections and auditor ratification.

• Stockholders of record as of April 8, 2025, are eligible to vote on proposals and attend the meeting online.

• Proxy materials are available online, and multiple voting methods are provided, including internet, phone, and mail.

Voting matters and shareholder proposals

• Proposal 1: Election of three Class I directors (Arthur Kuan, James J. Mulé, Leonard Post) to serve until the 2028 Annual Meeting.

• Proposal 2: Ratification of Ernst & Young LLP as independent registered public accounting firm for fiscal year ending December 31, 2025.

• Board recommends voting FOR both proposals; no other known matters are scheduled.

• Shareholder proposals for the 2026 meeting must be received by December 26, 2025.

Board of directors and corporate governance

• Board consists of seven members divided into three classes, with staggered three-year terms.

• Majority of directors are independent per Nasdaq standards; lead independent director role established.

• Board committees: Audit, Compensation, and Nominating and Corporate Governance, all with independent members.

• Board and committees conduct annual self-evaluations and encourage diversity of skills and backgrounds.

• Code of Conduct and Ethics, insider trading, and hedging/pledging policies are in place.