Cyanotech (CYAN) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for August 21, 2025, with four main proposals: electing four directors, ratifying the independent auditor, an advisory vote on say-on-pay frequency, and other business as may arise.

• Shareholders of record as of June 27, 2025, are entitled to vote, with 7,232,217 shares outstanding.

• Voting can be done by mail, phone, internet, or in person, and proxies may be revoked at any time before voting.

Voting matters and shareholder proposals

• Proposals include electing four directors, ratifying BPM LLP as auditor for FY 2026, and an advisory vote on the frequency of say-on-pay votes, with the board recommending every three years.

• Shareholders can submit proposals for the 2026 meeting by March 12, 2026, and nominations must follow bylaw procedures.

Board of directors and corporate governance

• The board consists of four nominees: Matthew K. Custer, Michael A. Davis, David M. Mulder, and David L. Vied, all with significant industry and management experience.

• Three directors are independent; the CEO is not considered independent.

• The board separates the CEO and chairman roles and has Audit, Compensation, and Nominating & Corporate Governance Committees, all chaired by independent directors.

• The board met four times in FY 2025, with 100% attendance by directors.