Cycurion (CYCU) Proxy filing summary

Executive summary

• The annual meeting is scheduled for July 23, 2026, with eight key proposals for shareholder vote, including board structure, director elections, auditor ratification, executive compensation, equity plan amendments, reverse stock splits, and adjournment authority.

• The board recommends approval of all proposals, aiming to enhance governance, maintain Nasdaq listing, and align compensation with performance and shareholder interests.

• Recent developments include acquisitions, restructuring of debt, and efforts to address Nasdaq minimum bid price compliance.

Voting matters and shareholder proposals

• Proposal 1 seeks to implement a staggered board with three classes, promoting continuity and stability.

• Proposal 2 involves electing five directors, with terms based on class assignment if Proposal 1 passes.

• Proposal 3 is for ratification of WWC, P.C. as the independent auditor for 2026.

• Proposal 4 is an advisory vote on executive compensation (say-on-pay).

• Proposal 5 is an advisory vote on the frequency of future say-on-pay votes, with annual votes recommended.

• Proposal 6 seeks approval of an amended equity incentive plan to allow awards in preferred stock.

• Proposal 7 requests authority for one or more reverse stock splits to maintain Nasdaq listing.

• Proposal 8 allows adjournment of the meeting to solicit additional proxies if needed.

Board of directors and corporate governance

• The board consists of five directors, with a majority deemed independent under Nasdaq and SEC rules.

• The CEO also serves as Chairman; board committees include Audit, Compensation, and Nominating & Corporate Governance, all composed of independent directors.

• Directors attended at least 75% of meetings in 2025; no family relationships exist among directors or officers.

• Corporate governance guidelines and a code of ethics are in place, with related party transactions reviewed by the board.