ImmuCell (ICCC) Proxy filing summary

Executive summary

• Leadership transition in late 2025 brought a new CEO and CFO, with a focus on operational recovery and strategic realignment toward the First Defense® product line, while seeking partners for the Re-Tain® program after regulatory setbacks.

• Board composition was enhanced for greater independence and expertise in animal health, innovation, and manufacturing, and a new Strategy & Technology Committee was established in April 2026.

• The company is prioritizing commercial expansion, international growth, product innovation, and manufacturing scale to drive sustained revenue and earnings growth in 2026 and beyond.

Voting matters and shareholder proposals

• Shareholders are asked to vote on: election of directors, advisory say-on-pay, approval of the 2025 Stock Option and Incentive Plan, amendment to the Certificate of Incorporation for officer exculpation, and ratification of the independent auditor.

• No shareholder proposals or director nominations were received for the 2026 meeting.

• The board recommends voting in favor of all proposals.

Board of directors and corporate governance

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

• Board committees include Audit, Compensation and Stock Option, Nominating, and Strategy & Technology, with all but the CEO and CFO qualifying as independent directors.

• Directors bring diverse expertise in animal health, finance, innovation, and international operations.

• Board and committee meeting attendance exceeded 75% for all directors in 2025.