CYNGN (CYN) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for December 3, 2025, to vote on director election, equity plan amendment, auditor ratification, and potential adjournment.

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

• Only shareholders of record as of October 14, 2025, are eligible to vote.

• Forward-looking statements are subject to risks and uncertainties as described in the annual report.

Voting matters and shareholder proposals

• Election of Lior Tal as Class I director for a three-year term expiring at the 2028 annual meeting.

• Amendment to the 2021 Equity Incentive Plan to increase authorized shares by 4,000,000.

• Ratification of CBIZ CPAs P.C. as independent registered public accounting firm for fiscal year 2025.

• Approval of adjournment or postponement of the meeting if necessary.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of four members: three independent directors and the CEO.

• Board divided into three staggered classes; directors serve three-year terms.

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

• Board committees: Audit, Compensation, and Nominating and Corporate Governance, all with independent members.

• Board and committees met regularly in 2024, with high attendance.

• Director selection emphasizes ethics, experience, diversity, and commitment.

• Code of business conduct and ethics applies to all employees and representatives.