CNS Pharmaceuticals (CNSP) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for November 17, 2025, to be held virtually, with voting on key corporate proposals and board elections.

• Six directors are nominated for re-election, and shareholders will vote on auditor ratification, executive compensation, stock plan amendments, and capital structure changes.

• Proposals include increasing authorized shares, amending the 2020 Stock Plan, and authorizing adjournment if more votes are needed.

Voting matters and shareholder proposals

• Election of six board nominees to serve until the 2026 annual meeting.

• Ratification of MaloneBailey, LLP as independent auditor for 2025.

• Advisory vote on executive compensation and on the frequency of future say-on-pay votes.

• Amendment to increase authorized common stock to 300,000,000 and preferred stock to 5,000,000 shares.

• Amendments to the 2020 Stock Plan to increase shares available for issuance.

• Authorization to adjourn the meeting if necessary to solicit additional proxies.

Board of directors and corporate governance

• Board consists of six members, five of whom are independent per NASDAQ rules.

• Board committees include Audit, Compensation, Pricing, and Nominating and Corporate Governance, with regular meetings and oversight.

• Directors are selected based on leadership, experience, and diversity of skills; no formal diversity policy but a focus on varied expertise.

• Insider trading and anti-hedging policies are in place for directors and employees.