Ocugen (OCGN) Proxy filing summary

Executive summary

• Special meeting reconvened virtually on December 22, 2026, at 8:00 a.m. ET to vote on increasing authorized common shares by 250,000,000.

• The board unanimously recommends voting FOR the share-authorization amendment.

Voting matters and shareholder proposals

• Proposal 1 seeks a charter amendment adding 250,000,000 authorized common shares; this is the only proposal scheduled for a vote at the reconvened meeting.

• Stockholders approved the adjournment proposal on September 21, 2026; the meeting was adjourned to October 5, then October 26, before being postponed to December 22.

• Proxies submitted previously and not revoked will be voted as directed; if no direction was given, they will be voted FOR Proposal 1.

• Proxy voting by phone or Internet closes at 11:59 p.m. ET on December 21, 2026; eligible holders may also vote online during the meeting.

Board of directors and corporate governance

• The board unanimously supports Proposal 1; the proxy is solicited by the board, with Shankar Musunuri and Rita Johnson-Greene named as proxy appointees.