Cyclacel Pharmaceuticals (CYCC) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on June 30, 2025, allowing shareholders to attend, vote, and ask questions online, with the aim of increasing participation and reducing costs and environmental impact.

• Shareholders will vote on the re-election of five directors, an amendment to the 2018 Equity Incentive Plan to add 4,281,987 shares, and an advisory say-on-pay vote on executive compensation.

• The Board recommends approval of all proposals and emphasizes the importance of proxy voting for representation.

Voting matters and shareholder proposals

• Proposal 1: Re-election of Datuk Dr. Doris Wong, Kiu Cu Seng, Kwang Fock Chong, Dr. Satis Waran Nair Krishnan, and Inigo Angel Laurduraj to the Board, each for staggered terms.

• Proposal 2: Amendment to the 2018 Equity Incentive Plan to increase available shares for awards by 4,281,987, citing the need to attract and retain talent.

• Proposal 3: Advisory vote to approve executive compensation as disclosed in the proxy statement.

• Only common stockholders as of May 1, 2025, may vote; preferred stockholders have limited voting rights due to dividend arrearages.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• The Board is divided into three classes, with staggered terms; two directors are elected by Series E Preferred Stock holders due to dividend arrearages.

• Board diversity includes both gender and ethnic representation.

• Committees include Audit, Compensation and Organization Development, Nominating and Corporate Governance, and Science and Technology, each with defined charters and independent members.

• All directors attended at least 80% of meetings in 2024, and the company encourages director attendance at annual meetings.