Longeveron (LGVN) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on July 1, 2026, with voting available online, by phone, or by mail.

• Stockholders will vote on six key proposals, including director elections, amendments to the certificate of incorporation, incentive plan changes, auditor ratification, and potential adjournment.

• The record date for voting eligibility is May 11, 2026.

• Proxy materials are distributed primarily via internet, with paper copies available upon request.

Voting matters and shareholder proposals

• Election of three Class II directors to serve until the 2029 annual meeting.

• Approval to increase authorized Class A common stock from 84,295,000 to 175,000,000 shares.

• Approval to effect a reverse stock split at a ratio between 1:2 and 1:20, at the Board's discretion.

• Amendment to the 2021 Incentive Award Plan to add 5,000,000 shares for a total of 10,657,440 shares.

• Ratification of CBIZ CPAs P.C. as independent auditor for fiscal year 2026.

• Approval to adjourn the meeting if more time is needed to solicit votes for the share increase or reverse split.

Board of directors and corporate governance

• The Board is divided into three classes, with five current directors and three nominees for election.

• Board committees include Audit, Compensation, Nominating and Corporate Governance, and Science and Strategy.

• Majority of the Board is independent; executive sessions are held without management.

• Board leadership combines the roles of Executive Chairman and Chief Science Officer.

• Directors receive annual retainers, committee fees, and equity awards; temporary fee reductions were implemented and later restored.