Cyabra (CYAB) Proxy filing summary

Executive summary

• Virtual annual meeting scheduled for November 10, 2026; record date September 30, 2026, with 33,284,611 common shares outstanding and one vote per share.

• Board recommends FOR all four proposals: two director nominees, auditor ratification, reverse-split authorization and meeting adjournment.

Voting matters and shareholder proposals

• Michael Pompeo and James Flanagan are nominated as Class I directors for terms ending at the 2029 annual meeting; election uses plurality voting.

• Ratification of Somekh Chaikin, a KPMG member firm, as independent auditor for FY2026 requires a majority of votes cast.

• Proposed reverse split ratio ranges from 1-for-2 to 1-for-30; the Board could select and implement a ratio within 12 months of approval.

• Adjournment would allow additional proxy solicitation if votes are insufficient; approval requires a majority of votes cast.

Board of directors and corporate governance

• Seven-member classified Board; four of seven directors are deemed independent. Class I nominees are up for election; Class II terms expire in 2027 and Class III in 2028.

• No Board chair or lead independent director; independent directors and standing committees provide management oversight, and the Board periodically reviews its leadership structure.

• Audit, Compensation, and Nominating and Corporate Governance committees have written charters; each committee is described as composed of independent directors.

• Code of business conduct applies to directors, officers and employees, including principal executive, financial and accounting officers.