Cognition Therapeutics (CGTX) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on June 18, 2025, with voting available online, by phone, or by mail.

• Key proposals include electing two Class I directors for three-year terms and ratifying Ernst & Young LLP as the independent auditor for 2025.

• The board is composed of six members, five of whom are independent, and is divided into three classes with staggered terms.

• Recent clinical highlights include positive Phase 2 results for zervimesine in DLB and Alzheimer's, and a strategic decision to conclude the MAGNIFY study to focus resources on core programs.

Voting matters and shareholder proposals

• Proposal 1: Election of Peggy Wallace and Ellen B. Richstone as Class I directors for terms expiring in 2028.

• Proposal 2: Ratification of Ernst & Young LLP as independent registered public accounting firm for 2025.

• Board recommends voting FOR both proposals.

• Shareholders of record as of April 21, 2025, are eligible to vote.

• Procedures for submitting proposals for the 2026 meeting are outlined, with deadlines and requirements specified.

Board of directors and corporate governance

• Board consists of six members, with five independent directors and an independent chairman.

• Board committees include Audit, Compensation, and Nominating and Corporate Governance, all composed of independent directors.

• Annual board and committee self-evaluations are conducted to assess effectiveness.

• Board emphasizes diversity, integrity, and a strong culture of compliance and ethical conduct.

• Directors are encouraged to attend annual meetings; all attended in 2024.