CG Oncology (CGON) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 4, 2026, with voting on director elections, auditor ratification, executive compensation, and say-on-pay frequency, all held virtually for shareholders of record as of April 7, 2026.

• Shareholders can vote online, by phone, or by mail, and may change their vote prior to the meeting; a majority of outstanding shares constitutes a quorum.

• The board recommends voting for all proposals, including annual say-on-pay votes and ratification of Ernst & Young as auditor.

Voting matters and shareholder proposals

• Four proposals: election of two Class II directors, ratification of Ernst & Young as auditor, advisory approval of executive compensation, and advisory vote on frequency of say-on-pay (recommended as annual).

• Shareholders may submit proposals or director nominations for the 2027 meeting between February 4 and March 5, 2027.

Board of directors and corporate governance

• The board consists of seven members divided into three classes, with two Class II directors up for election; all nominees are independent.

• Board committees include Audit, Compensation, and Nominating and Corporate Governance, all composed of independent directors.

• The board conducts annual self-evaluations and emphasizes diversity of skills and backgrounds.

• The CEO serves as board chair, with a lead independent director role established to reinforce board independence.