Cadrenal Therapeutics (CVKD) Proxy Filing summary

Executive summary

• The 2024 Annual Meeting will be held virtually on July 29, 2024, with a record date of June 6, 2024, for voting eligibility.

• Stockholders will vote on six key proposals, including director elections, auditor ratification, a reverse stock split, an increase in authorized shares, an equity plan amendment, and potential adjournment.

• The Board recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Election of two Class II directors for three-year terms expiring at the 2027 Annual Meeting.

• Ratification of WithumSmith + Brown, PC as independent auditor for fiscal 2024.

• Approval to effect a reverse stock split at a ratio between 1-for-2 and 1-for-20, at the Board's discretion.

• Approval to increase authorized common stock from 75,000,000 to 125,000,000 shares.

• Amendment to the 2022 Equity Incentive Plan to increase available shares by 2,000,000 and modify the evergreen provision.

• Approval to adjourn the meeting if more time is needed to solicit votes for key proposals.

Board of directors and corporate governance

• The Board consists of five directors divided into three classes, with a majority being independent under Nasdaq and SEC rules.

• Board committees include Audit, Compensation, and Nominating and Corporate Governance, each with defined charters and independent members.

• The CEO also serves as Chairman; the Board reviews its leadership structure annually.

• Board diversity matrix shows all current directors are male and white.

• Directors are encouraged to attend annual meetings; three attended in 2023.