Cytosorbents (CTSO) Proxy filing summary

Executive summary

• Annual Meeting scheduled for August 13, 2026, will be held virtually to maximize shareholder participation and reduce costs by providing proxy materials online.

• Shareholders of record as of June 15, 2026, are eligible to vote on key proposals, including director elections, executive compensation, auditor ratification, a reverse stock split, and potential adjournment.

• The Board recommends voting in favor of all proposals and emphasizes the importance of shareholder engagement and timely voting.

Voting matters and shareholder proposals

• Proposals include electing five directors for one-year terms, a non-binding advisory vote on executive compensation, ratification of the independent auditor, approval of a reverse stock split (1-for-5 to 1-for-20), and adjournment if needed.

• The Board unanimously recommends voting FOR all proposals.

• Shareholders may submit proposals for the 2027 meeting by February 24, 2027, and director nominations between April 15 and May 15, 2027.

Board of directors and corporate governance

• Board consists of five members with diverse backgrounds in medicine, finance, and industry; all but the CEO are independent under Nasdaq standards.

• Board leadership is split between the CEO and an independent non-executive Chairman to balance oversight and management.

• Three standing committees: Audit, Compensation, and Nominating & Corporate Governance, all with independent members.

• Directors are expected to attend all meetings, and all did so in 2025.