Cytosorbents (CTSO) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on June 12, 2025, allowing shareholders to participate remotely at no cost and with full voting rights.

• Shareholders will vote on electing five directors, a non-binding advisory vote on executive compensation, and ratification of the independent auditor for 2025.

• Proxy materials are distributed electronically to reduce costs and environmental impact, with options for shareholders to request printed copies.

• Only holders of common stock as of April 17, 2025, are entitled to vote at the meeting.

Voting matters and shareholder proposals

• Proposals include electing five directors for one-year terms, a say-on-pay advisory vote, and ratification of WithumSmith + Brown, PC as auditor.

• The board recommends voting FOR all proposals.

• Shareholders can submit proposals for the 2026 meeting by December 24, 2025, and director nominations between February 12 and March 14, 2026.

Board of directors and corporate governance

• The board consists of five members, with four deemed independent under Nasdaq standards.

• Board leadership is split between the CEO and an independent non-executive chairman.

• Three standing committees: Audit, Compensation, and Nominating & Corporate Governance, all with independent members.

• Directors are evaluated for diversity in experience, background, and skills.

• All directors attended at least 75% of meetings in 2024.