Cion Investment (CION) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for July 28, 2025, will be held virtually via live webcast, allowing shareholders to attend and vote online or by proxy.

• Shareholders will vote on electing three directors for three-year terms and ratifying the selection of RSM US LLP as the independent registered public accounting firm for 2025.

• The Board, including all independent directors, unanimously recommends voting in favor of all proposals.

• Record date for voting eligibility is May 30, 2025, with 52,591,682 shares outstanding as of that date.

• Proxy materials, annual report, and voting instructions are available online, and multiple voting methods are supported.

Voting matters and shareholder proposals

• Proposal 1: Election of three independent directors (Edward J. Estrada, Peter I. Finlay, Earl V. Hedin) for terms expiring in 2028.

• Proposal 2: Ratification of RSM US LLP as independent auditor for fiscal year ending December 31, 2025.

• Shareholders may submit additional proposals for the 2026 annual meeting by March 1, 2026, following SEC and bylaw requirements.

• Board has authority to adjourn the meeting if necessary and to act on any other business that may arise.

Board of directors and corporate governance

• Board consists of eight directors, six of whom are independent; directors are divided into three classes with staggered three-year terms.

• Board committees include audit, nominating and corporate governance, and compensation, each composed entirely of independent directors.

• No formal lead independent director; committee chairs rotate presiding over executive sessions.

• Corporate governance guidelines and code of business conduct are in place and accessible on the company website.