Cycurion (CYCU) Proxy Filing summary

Executive summary

• Special Meeting scheduled for February 26, 2026, to vote on two proposals: approval of warrant exercise and potential adjournment if more votes are needed.

• Proposal 1 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.

• Proposal 2 allows adjournment of the meeting to solicit additional votes if necessary.

• Board unanimously recommends voting FOR both proposals.

• Failure to approve Proposal 1 may impact the company’s ability to raise up to $12 million in gross proceeds and fund operations.

Voting matters and shareholder proposals

• Only two items on the agenda: Warrant Exercise Proposal and Adjournment Proposal.

• 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.

• No other business is expected at the meeting.

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

Board of directors and corporate governance

• Board can fill vacancies and newly created directorships by majority vote.

• Special meetings can only be called by the Board.

• Charter includes anti-takeover provisions and exclusive forum selection for certain lawsuits.

• Directors and officers are indemnified and have limited liability under Delaware law.