CytoDyn (CYDY) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on November 21, 2025, with a record date of September 25, 2025.

• Proposals include electing five directors, ratifying the auditor, approving executive compensation, setting the frequency of say-on-pay votes, increasing authorized shares, and potential adjournment to solicit more proxies.

• The Board recommends voting for all its nominees and proposals, and for an annual say-on-pay vote.

Voting matters and shareholder proposals

• Shareholders will vote on electing five directors, ratifying CBIZ CPAs P.C. as auditor, approving executive compensation, setting say-on-pay frequency, increasing authorized shares to 2.25 billion, and possible adjournment.

• The Board recommends voting for all director nominees, for Proposals 2, 3, 5, and 6, and for a one-year frequency on Proposal 4.

• Proposal 5 (share increase) requires a majority of outstanding shares; other proposals require a majority of votes cast.

Board of directors and corporate governance

• The Board consists of five independent directors, chaired by Tanya D. Urbach.

• All directors attended at least 75% of meetings in fiscal 2025; all are independent per Nasdaq rules.

• Three principal committees: Audit, Compensation, and Nominating & Corporate Governance, each with written charters.

• Board diversity includes two female directors and one racially/ethnically diverse member.

• Code of Ethics, Insider Trading, and Anti-Hedging policies are in place.