Cyanotech (CYAN) Proxy Filing summary

Executive summary

• Annual meeting scheduled for August 22, 2024, to elect four directors, approve a new director equity plan, and ratify the external auditor for FY2025.

• Shareholders of record as of June 28, 2024, are eligible to vote; multiple voting methods are available, including online, phone, mail, or in person.

• Proxy materials and annual report are accessible online, with options for electronic or paper delivery.

Voting matters and shareholder proposals

• Four director nominees are up for election to serve until the next annual meeting.

• Proposal to approve the 2024 Independent Director Stock Option and Restricted Stock Grant Plan, reserving 800,000 shares for issuance.

• Proposal to ratify Grant Thornton LLP as the independent registered public accounting firm for FY2025.

• Procedures for shareholder proposals and nominations for the 2025 meeting are outlined, with specific deadlines and requirements.

Board of directors and corporate governance

• Board will be reduced from five to four members concurrent with the meeting; all nominees are current directors.

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

• Board separates CEO and Chairman roles for governance efficiency; independent directors meet in executive session at least twice annually.

• Director qualifications emphasize integrity, experience, diversity, and absence of conflicts.