ImmuCell (ICCC) Proxy filing summary

Executive summary

• Annual Meeting scheduled for June 11, 2026, to be held remotely via webcast and phone, with record date set as April 13, 2026.

• Key proposals include director elections, advisory vote on executive compensation, approval of a new stock option plan, amendment to the Certificate of Incorporation for officer exculpation, and auditor ratification.

• Shareholders can vote by proxy, online, phone, or during the meeting; quorum is one-third of outstanding shares.

Voting matters and shareholder proposals

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

• Proposal Two: Advisory (non-binding) vote on executive compensation (say-on-pay).

• Proposal Three: Approve the 2025 Stock Option and Incentive Plan, authorizing up to 650,000 shares.

• Proposal Four: Amend Certificate of Incorporation to allow officer exculpation under Delaware law.

• Proposal Five: Ratify Wipfli LLP as independent auditor for 2026.

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

Board of directors and corporate governance

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

• Board consists of seven nominees with diverse backgrounds in animal health, finance, and operations.

• Four standing committees: Audit, Compensation and Stock Option, Nominating, and newly formed Strategy & Technology Committee.

• All directors except the CEO and CFO are independent under Nasdaq rules.

• High attendance and participation rates; all directors attended at least 75% of meetings.