Cytosorbents (CTSO) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on August 13, 2026, allowing shareholders to participate remotely and vote electronically, with technical support available for attendees.

• Shareholders will vote on five key proposals: election of five directors, advisory approval of executive compensation, ratification of the independent auditor, approval of a reverse stock split, and potential adjournment of the meeting.

• The Board recommends voting in favor of all proposals and emphasizes the importance of shareholder participation, offering proxy materials online to reduce costs and environmental impact.

Voting matters and shareholder proposals

• Proposals include electing five directors for one-year terms, a non-binding say-on-pay vote, ratification of WithumSmith + Brown, PC as auditor, a reverse stock split (1-for-5 to 1-for-20), and adjournment if needed.

• The reverse stock split aims to maintain Nasdaq listing by increasing the share price above $1.00, with the Board having discretion on timing and ratio.

• Shareholders may submit proposals for the 2027 meeting by specified deadlines, and director nominations must comply with SEC and bylaw requirements.

Board of directors and corporate governance

• The Board consists of five members with diverse backgrounds in medicine, finance, and industry, all but one deemed independent under Nasdaq standards.

• The Board is led by an independent non-executive Chairman, with the CEO managing daily operations; all directors attended at least 75% of meetings in 2025.

• Three standing committees—Audit, Compensation, and Nominating & Corporate Governance—oversee key governance areas, with charters available online.

• The Nominating Committee values diversity and considers a broad range of qualifications for director nominees.