Cycurion (CYCU) Proxy filing summary

Executive summary

• The annual meeting is scheduled for July 13, 2026, with a record date of June 1, 2026, and will address seven key proposals, including board structure, director elections, auditor ratification, executive compensation, and equity plan amendments.

• The board recommends approval of all proposals, including the implementation of a staggered board, election of five directors, and amendments to the equity incentive plan to allow preferred stock awards.

• Recent developments include acquisitions, restructuring of debt, and new executive appointments, reflecting ongoing strategic growth and capital management.

Voting matters and shareholder proposals

• Proposals include: (1) amending the charter for a classified board, (2) electing five directors, (3) ratifying WWC, P.C. as auditor, (4) advisory vote on executive compensation, (5) advisory vote on frequency of say-on-pay, (6) amending the equity incentive plan to permit preferred stock awards, and (7) adjournment authority.

• All proposals require a majority vote except director elections, which use a plurality standard.

• The board recommends annual say-on-pay votes and supports all proposals.

• Shareholder proposals for the 2027 meeting must be submitted by March 1, 2027.

Board of directors and corporate governance

• The board consists of five directors, with a majority deemed independent under Nasdaq and SEC rules.

• If approved, the board will be divided into three classes with staggered terms to enhance continuity and stability.

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

• The CEO also serves as Chairman; the board reviews independence and governance annually.