Cycurion (CYCU) Proxy filing summary

Executive summary

• The annual meeting is scheduled for July 23, 2026, with eight key proposals for shareholder vote, including board structure, director elections, auditor ratification, executive compensation, equity plan amendments, reverse stock splits, and adjournment authority.

• Shareholders as of June 1, 2026, are eligible to vote, with each share of common stock and certain preferred stock carrying one vote.

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

Voting matters and shareholder proposals

• Proposal 1 seeks to implement a staggered board with three classes, enhancing continuity but potentially limiting rapid changes in board control.

• Proposal 2 involves electing five directors, with terms dependent on the outcome of Proposal 1.

• Proposal 3 is for ratification of WWC, P.C. as the independent auditor for 2026.

• Proposal 4 is an advisory vote on executive compensation (say-on-pay).

• Proposal 5 is an advisory vote on the frequency of future say-on-pay votes, with annual votes recommended.

• Proposal 6 seeks approval of an amended equity incentive plan to allow awards in preferred stock as well as common stock.

• Proposal 7 requests authority for one or more reverse stock splits at ratios between 3:1 and 75:1, not exceeding 250:1 in aggregate.

• Proposal 8 allows adjournment of the meeting to solicit additional proxies if needed.

Board of directors and corporate governance

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

• The board has adopted corporate governance guidelines and a code of ethics, and conducts annual reviews of director independence.

• Board committees include Audit, Compensation, and Nominating and Corporate Governance, each composed entirely of independent directors.

• The CEO also serves as Chairman, with the board determining leadership structure based on current needs.

• Directors attended at least 75% of meetings in 2025; no director compensation was paid.