CytoDyn (CYDY) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on November 20, 2026, with voting eligibility for shareholders of record as of September 24, 2026.

• Shareholders will vote on electing five directors, ratifying the independent auditor, and approving executive compensation on an advisory basis.

• The Board recommends voting in favor of all proposals and nominees.

Voting matters and shareholder proposals

• Proposals include electing five directors, ratifying CBIZ CPAs P.C. as auditor for fiscal 2027, and approving executive compensation.

• All proposals are advisory except for the director elections.

• Shareholders may submit proposals for the 2027 meeting between July 23 and August 22, 2027.

Board of directors and corporate governance

• The Board consists of five independent directors, each serving on key committees: Audit, Compensation, and Nominating/Governance.

• Board Chair is Tanya D. Urbach, an independent director.

• Board members attended at least 75% of meetings in fiscal 2026.

• The Board values diversity, with two female and one racially/ethnically diverse director among nominees.