Cyabra (CYAB) Proxy filing summary

Executive summary

• Virtual annual meeting scheduled for November 10, 2026; holders of 33,284,611 common shares as of September 30, 2026 are eligible to vote, one vote per share.

• Stockholders will vote on two Class I directors, auditor ratification, reverse-split authority and adjournment; the Board recommends FOR all four proposals.

Voting matters and shareholder proposals

• Michael Pompeo and James Flanagan are nominated for Class I terms through the 2029 annual meeting; election is by plurality, with the two highest vote-getters elected.

• Ratification of Somekh Chaikin, a KPMG member firm, as auditor for FY2026 requires a majority of votes cast; the Board recommends approval.

• Reverse-split proposal authorizes a 1-for-2 to 1-for-30 ratio, set at Board discretion, exercisable within one year of approval; the Board recommends approval.

• Adjournment may be used to solicit additional proxies if votes are insufficient; the Board recommends approval.

Board of directors and corporate governance

• Seven directors serve staggered three-year terms; four of seven—Sonny Vu, Michael Madon, James Flanagan and Michael Pompeo—are deemed independent under Nasdaq and SEC rules.

• Audit, Compensation, and Nominating and Corporate Governance committees have written charters; all three Audit Committee members and all three Compensation Committee members are independent.

• No Board chair or lead independent director is designated; the Board periodically reviews its leadership structure and may change it if deemed beneficial.

• The Nominating and Corporate Governance Committee considers diversity among candidate qualifications but has no formal diversity policy; it held one meeting from March 27, 2026 through the proxy date.