Citius Pharmaceuticals (CTXR) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for March 10, 2025, to vote on key proposals including director elections, executive compensation, capital structure amendments, auditor ratification, and potential adjournment.

• Proxy materials are available online, with voting accessible via internet, phone, or mail; advance registration is required for in-person attendance.

• Record date for voting is January 14, 2025, with 8,593,433 shares outstanding and entitled to vote.

Voting matters and shareholder proposals

• Election of seven directors to serve until the 2026 Annual Meeting.

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

• Amendment to Articles of Incorporation to increase authorized shares from 26M to 260M and common shares from 16M to 250M.

• Ratification of Wolf & Company, P.C. as independent auditor for fiscal year ending September 30, 2025.

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

Board of directors and corporate governance

• Board consists of seven members, with five independent directors and two executives.

• Committees include Audit and Risk, Compensation, and Nominating and Governance, all with independent members.

• Lead Independent Director role established; diversity in background and experience considered in nominations.

• Code of ethics, corporate communications, and insider trading policies in place.