Cognition Therapeutics (CGTX) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on June 17, 2026, with voting available online, by phone, or by mail.

• Stockholders will vote on the election of two Class II directors and the ratification of Ernst & Young LLP as the independent auditor for 2026.

• The Board is composed of six members, five of whom are independent, and is divided into three classes with staggered three-year terms.

• Recent clinical highlights include positive Phase 2 results in Dementia with Lewy Body and progress in Alzheimer's disease trials.

Voting matters and shareholder proposals

• Proposal 1: Election of Aaron Fletcher, Ph.D. and Lisa Ricciardi as Class II directors for a term expiring in 2029.

• Proposal 2: Ratification of Ernst & Young LLP as independent registered public accounting firm for 2026.

• Both proposals are unanimously recommended by the Board.

• No other matters are expected to be presented for a vote.

Board of directors and corporate governance

• Board consists of six directors, with a majority being independent and an independent chairman.

• Committees include Audit, Compensation, and Nominating and Corporate Governance, all composed of independent directors.

• Annual self-evaluations and director education are conducted to ensure effectiveness.

• Board diversity and a mix of skills and backgrounds are emphasized in director selection.