CYNGN (CYN) Proxy filing summary

Executive summary

• Annual Meeting scheduled for November 3, 2026, with four key proposals for shareholder vote.

• Proposals include election of Class II directors, authorization of a reverse stock split, ratification of the independent auditor, and potential adjournment of the meeting.

• Proxy materials are primarily distributed electronically to reduce costs and environmental impact.

• Only shareholders of record as of September 10, 2026, are entitled to vote.

• Forward-looking statements are included, subject to risks detailed in the latest Form 10-K.

Voting matters and shareholder proposals

• Election of two Class II directors for a three-year term expiring at the 2029 annual meeting.

• Authorization for the Board to effect a reverse stock split at a ratio between 1-for-5 and 1-for-150 within one year.

• Ratification of Baker Tilly US, LLP as independent registered public accounting firm for fiscal year 2026.

• Approval for adjournment of the meeting if additional proxy solicitation is needed.

• Board recommends voting in favor of all proposals.

Board of directors and corporate governance

• Board consists of four members: three independent directors and the CEO.

• Directors serve staggered three-year terms; independence determined per Nasdaq rules.

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

• Board met eight times in 2025; all directors attended over 85% of meetings.

• Director nominees and continuing directors have significant executive, audit, and technology experience.