CytoDyn (CYDY) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on November 21, 2025, with a record date of September 25, 2025, for voting eligibility.

• Key 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 director nominees, for Proposals 2, 3, 5, and 6, and for a one-year frequency on say-on-pay.

Voting matters and shareholder proposals

• Proposals: elect five directors, ratify CBIZ CPAs P.C. as auditor, approve executive compensation, set say-on-pay frequency, increase authorized shares to 2.25 billion, and adjourn if needed.

• Board recommends voting for all proposals except Proposal 4, where it recommends a one-year frequency.

• Shareholders can vote online, by phone, or by mail; proxies may be revoked before voting.

• Broker non-votes and abstentions have specific effects depending on the proposal.

Board of directors and corporate governance

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

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

• Board held 12 meetings in fiscal 2025; all directors attended at least 75% of meetings.

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

• Directors are evaluated annually for re-election and compensation is reviewed with input from an independent consultant.