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; only shareholders of record on this date may vote.

• Proxy materials are primarily distributed electronically, with options for shareholders to request paper copies.

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 2.88M shares for awards.

• 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 proposals for the 2026 meeting by January 9, 2026.

Board of directors and corporate governance

• Board consists of nine members, with a majority deemed independent under Nasdaq rules.

• 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.

• Board diversity and expertise are emphasized in director selection.