Cycurion (CYCU) Proxy Filing summary

Executive summary

• Special Meeting scheduled for February 26, 2026, to vote on two proposals: Warrant Exercise Proposal and Adjournment Proposal.

• Warrant Exercise Proposal seeks approval for issuance of up to 3,314,920 shares of common stock upon exercise of warrants from a private placement closed on December 5, 2025.

• Approval is required under Nasdaq Listing Rule 5635(d) as the issuance may exceed 20% of outstanding shares.

• Adjournment Proposal allows the meeting to be postponed if more time is needed to solicit votes.

• Board unanimously recommends voting FOR both proposals.

Voting matters and shareholder proposals

• Only two items on the agenda: approval of warrant exercise and potential adjournment.

• Both proposals require a majority of shares present in person or by proxy to pass.

• Abstentions count as votes against; broker non-votes have no effect.

• Stockholder proposals for the 2026 annual meeting must be received by April 30, 2026, to be considered for inclusion.

Board of directors and corporate governance

• Board has authority to fill vacancies and call special meetings.

• Charter and bylaws include anti-takeover provisions and exclusive forum requirements for certain lawsuits.

• Limitation of liability and indemnification provisions for directors and officers are in place.