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, enhancing 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, and an advisory say-on-pay vote for executive compensation.

• The record date for voting is May 1, 2025, with 356,357,531 shares of common stock outstanding and entitled to vote.

• Proxy materials are primarily distributed electronically, with options for paper copies upon request.

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 of Directors.

• Proposal 2: Amendment to the 2018 Equity Incentive Plan to add 4,281,987 shares for awards.

• Proposal 3: Advisory vote on executive and director compensation (say-on-pay).

• Board recommends approval of all proposals.

• Shareholders may submit additional proposals and director nominations for future meetings within specified deadlines.

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 male and female directors, with a mix of professional backgrounds.

• Key committees: Audit, Compensation and Organization Development, Nominating and Corporate Governance, and Science and Technology.

• All directors attended at least 80% of meetings in 2024, and all attended the 2024 annual meeting.

• The company has a Code of Business Conduct and Ethics applicable to all officers, directors, and employees.