Cyanotech (CYAN) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for August 22, 2024, to elect four directors, approve a new director equity plan, ratify the external auditor, and address other business.

• Shareholders of record as of June 28, 2024, are eligible to vote, with multiple voting methods available including mail, phone, and internet.

• Proxy materials and the 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.

• Shareholders will vote on the 2024 Independent Director Stock Option and Restricted Stock Grant Plan, reserving 800,000 shares for director equity awards.

• Ratification of Grant Thornton LLP as the independent registered public accounting firm for fiscal year ending March 31, 2025, is on the agenda.

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

Board of directors and corporate governance

• The board will be reduced from five to four members, all current directors, with backgrounds in management, finance, and industry expertise.

• Three of four nominees are independent under OTCQB rules; the CEO is not considered independent.

• The board separates the roles of CEO and chairman for governance efficiency.

• Board committees include Audit, Compensation, and Nominating & Corporate Governance, each with independent directors and formal charters.

• Directors attended 100% of board and committee meetings in fiscal 2024.