SCYNEXIS (SCYX) Proxy filing summary

Executive summary

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

• Shareholders can vote online, by phone, or by mail, and only those of record as of April 27, 2026, are eligible to vote.

• The Board recommends voting in favor of all proposals and for annual say-on-pay votes.

Voting matters and shareholder proposals

• Six proposals: election of six directors, ratification of Deloitte & Touche LLP as auditor, advisory vote on executive compensation, advisory vote on frequency of say-on-pay, amendment to increase shares under the 2024 Equity Incentive Plan, and amendment to increase authorized common stock.

• Shareholders may submit proposals for the 2027 annual meeting by specified deadlines and must follow bylaw and SEC requirements.

• Voting procedures and effects of abstentions and broker non-votes are detailed; a majority is required for most proposals.

Board of directors and corporate governance

• Six nominees for director, with one current director retiring; board diversity is highlighted, with 43% women or racially/ethnically diverse.

• Majority of directors are independent per Nasdaq standards; board committees include Audit, Compensation, and Nominating and Corporate Governance.

• Board leadership is separated between Chairman and CEO; regular executive sessions are held by independent directors.

• Stockholders can communicate directly with the board, and a Code of Business Conduct and Ethics is in place.