Citius Oncology (CTOR) Proxy filing summary

Executive summary

• The annual meeting is scheduled for October 27, 2025, with voting on director elections, an amendment to the stock incentive plan, and auditor ratification.

• Stockholders of record as of September 19, 2025, are eligible to vote, with 83,513,442 shares outstanding.

• Voting can be done in person, by proxy, via Internet, phone, or mail, and proxies can be revoked before the meeting.

Voting matters and shareholder proposals

• Election of two Class I directors to serve until the 2028 annual meeting.

• Approval sought to amend the 2024 Omnibus Stock Incentive Plan, increasing reserved shares from 15,000,000 to 30,000,000.

• Ratification of Wolf & Company, P.C. as independent auditor for the fiscal year ending September 30, 2025.

• No other shareholder proposals or nominations were submitted for this meeting.

Board of directors and corporate governance

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

• Nominees for Class I are Myron Holubiak (not independent) and Joel Mayersohn (independent).

• Board committees include Audit and Risk, Compensation, and Nominating and Governance, all with independent members except for executive roles.

• The company has adopted a Code of Ethics and a clawback policy, but no formal anti-hedging or anti-pledging policy.