CYNGN (CYN) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for October 6, 2025, with voting on director election, equity plan amendment, and auditor ratification.

• Proxy materials distributed primarily via internet to reduce costs and environmental impact.

• Forward-looking statements address future financial performance, operations, and compensation, subject to risks outlined in the annual report.

Voting matters and shareholder proposals

• Shareholders will vote to elect a Class I director for a three-year term, amend the 2021 Equity Incentive Plan to add 4,000,000 shares, and ratify CBIZ CPAs P.C. as the independent auditor for 2025.

• Board recommends voting in favor of all proposals.

• Shareholder proposals for the 2026 meeting must be submitted by April 28, 2026, for inclusion in the proxy statement.

Board of directors and corporate governance

• Board consists of four members: three independent directors and the CEO, divided into three staggered classes.

• Board committees include Audit, Compensation, and Nominating and Corporate Governance, each with independent members.

• Lead Independent Director role is held by Mr. McDonnell; CEO also serves as Chairman.

• Board evaluates director candidates based on ethics, experience, diversity, and commitment.

• Code of business conduct and ethics applies to all employees, officers, and directors.