ImmuCell (ICCC) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for June 12, 2025, to be held remotely via webcast and phone.

• Four main proposals: election of directors, advisory vote on executive compensation, amendment to stock option plan, and ratification of auditor.

• Record date for voting is April 14, 2025, with 8,994,425 shares outstanding, each entitled to one vote.

• Proxies can be revoked at any time before exercise; voting instructions are critical for shares held in street name.

Voting matters and shareholder proposals

• Proposal One: Elect seven directors to serve until the next annual meeting.

• Proposal Two: Non-binding advisory vote to approve executive compensation (say-on-pay).

• Proposal Three: Approve amendment to 2017 Stock Option and Incentive Plan, increasing reserved shares by 250,000 to 900,000.

• Proposal Four: Ratify appointment of Wipfli LLP as independent registered public accounting firm for 2025.

• No shareholder proposals or director nominations were received for inclusion in the 2025 meeting.

Board of directors and corporate governance

• Board leadership separates CEO and Chair roles to avoid concentration of authority.

• Board has Audit, Compensation and Stock Option, and Nominating Committees, all with independent directors.

• Nominating Committee values diversity and applies consistent standards to all nominees.

• All directors attended at least 75% of meetings in 2024; high participation is expected.