Nocopi Technologies (NNUP) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on June 17, 2025, with pre-registration required by June 16, 2025.

• Stockholders of record as of April 24, 2025, are entitled to vote on key proposals, with 10,792,913 shares outstanding.

• Proxy materials are primarily distributed via internet access to reduce costs and environmental impact.

• Voting can be done online, by mail, or during the virtual meeting; confidentiality of votes is maintained.

Voting matters and shareholder proposals

• Election of one Class I director (Jacqueline J. Goldman) for a three-year term expiring at the 2028 annual meeting.

• Ratification of Stephano Slack LLC as the independent registered public accounting firm for 2025.

• Advisory, non-binding vote to approve executive compensation (say-on-pay).

• Board recommends a vote FOR all proposals; no other business is expected but proxies may vote on unforeseen matters.

• Shareholder proposals for the 2026 meeting must be submitted by December 26, 2025, for inclusion in proxy materials.

Board of directors and corporate governance

• The board is classified into three staggered terms; currently two directors serve, with a third seat vacant.

• Jacqueline J. Goldman is independent; Matthew C. Winger is not, due to his executive role.

• The board held four meetings in 2024, with 100% attendance by directors.

• The company has a Code of Ethics and Insider Trading Policy; amendments or waivers are disclosed on the website.

• No family relationships exist among directors or executive officers.