Nocopi Technologies (NNUP) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 17, 2026, with pre-registration required by June 16, 2026.

• Stockholders will vote on electing one director, ratifying the auditor, and approving executive compensation.

• Proxy materials are primarily distributed electronically to reduce costs and environmental impact.

• Only stockholders of record as of April 24, 2026, are entitled to vote.

Voting matters and shareholder proposals

• Proposal 1: Elect Matthew C. Winger as Class II director for a three-year term expiring at the 2029 meeting.

• Proposal 2: Ratify Stephano Slack LLC as independent auditor for the year ending December 31, 2026.

• Proposal 3: Advisory, non-binding vote to approve named executive officer compensation.

• Board recommends a vote FOR all proposals.

• Stockholder proposals for the 2027 meeting must be received by December 31, 2026, for inclusion.

Board of directors and corporate governance

• Board consists of three members with staggered three-year terms; current directors are Matthew Winger, Kevin Westenburg, and Eric Sites.

• Only Eric Sites is considered independent under NASDAQ rules.

• Board has adopted a Code of Ethics and Insider Trading Policy.

• Board leadership combines CEO and Chair roles; no lead independent director due to board size.

• Audit Committee is the only standing committee, chaired by Kevin Westenburg, with Eric Sites as the financial expert.