Cingulate (CING) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for June 10, 2025, to be held virtually; record date is April 14, 2025.

• Key proposals include director election, auditor ratification, equity plan amendment, reverse stock split, and potential adjournment.

• Board recommends voting FOR all proposals.

Voting matters and shareholder proposals

• Election of Peter J. Werth as Class I director for a term expiring in 2028.

• Ratification of KPMG LLP as independent auditor for 2025.

• Amendment to the 2021 Omnibus Equity Incentive Plan to increase authorized shares by 800,000 to 1,141,826.

• Approval of a reverse stock split at a ratio between 1:2 and 1:25, at Board's discretion, any time before June 2026.

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

Board of directors and corporate governance

• Board consists of five members divided into three classes; all directors attended at least 75% of meetings in 2024.

• Three standing committees: Audit, Compensation, and Nominating & Corporate Governance, all comprised of independent directors.

• Board leadership structure combines CEO and Chairman roles; no Lead Independent Director currently.

• Board regularly reviews risk, succession planning, and self-evaluations.