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 director elections.

• Record date for voting eligibility is October 10, 2025; 574,580 shares of common stock outstanding as of that date.

• Proxy materials and 2024 Annual Report are available electronically for shareholder review.

Voting matters and shareholder proposals

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

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

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

• Amendment to increase authorized common stock from 25M to 300M shares and preferred stock from 416,667 to 5M shares.

• Amendments to the 2020 Stock Plan, increasing shares available for equity awards.

• Authorization to adjourn the meeting if more time is needed to solicit 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 & Corporate Governance, with 19 committee meetings in 2024.

• Directors are selected based on leadership, industry experience, and diversity of skills.

• Insider trading and anti-hedging policies are in place; code of ethics applies to all directors and officers.