SCYNEXIS (SCYX) Proxy filing summary

Executive summary

• Annual meeting scheduled for June 25, 2026, to be held virtually, with six key proposals up for shareholder vote, including director elections, auditor ratification, executive compensation, equity plan amendment, and capital structure changes.

• Shareholders of record as of April 27, 2026, are eligible to vote; voting can be done online, by phone, or by mail.

• Board recommends voting FOR all director nominees, FOR all proposals, and for ONE YEAR frequency on say-on-pay votes.

Voting matters and shareholder proposals

• Election of six directors to serve until the 2027 annual meeting.

• Ratification of Deloitte & Touche LLP as independent auditor for fiscal year 2026.

• Advisory vote on executive compensation (say-on-pay) and on the frequency of future say-on-pay votes (Board recommends annual votes).

• Approval of an amendment to the 2024 Equity Incentive Plan to increase authorized shares by 9,600,000.

• Approval of an amendment to the Certificate of Incorporation to increase authorized common stock to either 60,000,000 (if reverse split is approved) or 300,000,000.

• Shareholder proposals for the 2027 meeting must be submitted by December 31, 2026, for inclusion in proxy materials.

Board of directors and corporate governance

• Board will be reduced to six members following the retirement of one director.

• 43% of directors are women or racially/ethnically diverse.

• All directors except the CEO are independent under Nasdaq standards.

• Board committees: Audit, Compensation, and Nominating & Corporate Governance, all with independent members.

• Board leadership structure separates Chairman and CEO roles.