Cidara Therapeutics (CDTX) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for June 18, 2025, to be held virtually, with voting on five key proposals including director elections, amendments to the certificate of incorporation and equity plan, auditor ratification, and executive compensation approval.

• Record date for voting is April 21, 2025; both common and Series A Preferred Stockholders (subject to beneficial ownership limits) are eligible to vote.

• Proxy materials are distributed primarily via the internet, with options for mail and electronic delivery.

Voting matters and shareholder proposals

• Proposal 1: Election of three Class I directors to serve until 2028.

• Proposal 2: Amendment to increase authorized common stock from 50M to 100M shares.

• Proposal 3: Amendment to the 2024 Equity Incentive Plan to add 2,880,000 shares.

• Proposal 4: Ratification of Ernst & Young LLP as independent auditor for 2025.

• Proposal 5: Advisory vote on executive compensation (say-on-pay).

• Shareholders may submit additional proposals for future meetings, subject to advance notice and compliance with bylaws.

Board of directors and corporate governance

• Board consists of nine members, divided into three classes with staggered three-year terms.

• Majority of directors are independent per Nasdaq rules; CEO is not independent.

• Board leadership is separated between Chairman and CEO roles.

• Committees: Audit, Compensation and Human Capital, and Nominating and Governance, all with independent members.

• Board and committees met regularly in 2024, with all directors attending at least 75% of meetings.