Cryo Cell International (CCEL) Proxy filing summary

Executive summary

• Annual meeting scheduled for Oct. 27, 2026; record date Sept. 21, 2026, with 8,062,650 common shares outstanding and one vote per share.

• Stockholders will elect four directors, ratify Wipfli LLP for FY2026, and vote on an advisory resolution approving named executive officer compensation.

Voting matters and shareholder proposals

• Board unanimously recommends FOR all four director nominees, Wipfli's appointment, and the non-binding say-on-pay resolution.

• Directors are elected by plurality; Proposals 2 and 3 require a majority of votes cast for or against. Abstentions and broker non-votes have no effect on Proposals 1–3.

• Proxies may be submitted by mail, internet, or phone; electronic and phone votes must be received by 7 p.m. ET on Oct. 26, 2026. Proxies are revocable before voting.

• Stockholder business for the 2027 annual meeting must generally be noticed July 15–Aug. 14, 2027; Rule 14a-8 proposals are due June 15, 2027, and universal proxy notice by Aug. 28, 2027.

Board of directors and corporate governance

• Four nominees are current directors: David Portnoy, Mark Portnoy, Harold Berger, and Daniel Mizrahi; each would serve until the next annual meeting and successor qualification.

• Board held nine meetings in FY2025; each director then in office attended at least 75% of applicable board and committee meetings. Berger and Mizrahi are independent directors.

• David Portnoy is Chairman and Co-CEO with his brother Mark as Co-CEO; the Board has no lead independent director and cites decisive leadership and shared strategic decision-making as reasons for this structure.

• Audit and Governance/Nominating Committees include Berger and Mizrahi; the Compensation Committee is chaired by Mizrahi and includes Berger. Each committee is composed of non-employee independent directors.

• Director candidates are assessed for skills, experience, meeting availability, diversity, independence, and conflicts; stockholder-recommended candidates follow the same review process.