CUMBERLAND PHARMACEUTICALS INC
For the period ended Dec 31, 2025. Filed Mar 9, 2026.
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Dec 31, 2025 · Filed Mar 9, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrantþ
Filed by a Party other than the Registranto
Check the appropriate box:
o Preliminary Proxy Statement
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
þ Definitive Proxy Statement
o Definitive Additional Materials
o Soliciting Material Pursuant to §240.14a-12
Payment of Filing Fee (Check the appropriate box):
þ No fee required.
o Fee paid previously with preliminary materials
o Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
TABLE OF CONTENTS
| Page Number | |
|---|---|
| NOTICE OF ANNUAL MEETING OF SHAREHOLDERS | 1 |
| PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD APRIL 21, 2026 | 4 |
| PROPOSAL I | 7 |
| PROPOSAL II | 11 |
| PROPOSAL III | 12 |
| PROPOSAL IV | 13 |
| AUDIT COMMITTEE REPORT | 14 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 17 |
| COMPENSATION DISCUSSION AND ANALYSIS | 19 |
| EXECUTIVE COMPENSATION AND RELATED INFORMATION | 29 |
| GRANTS OF PLAN-BASED AWARDS | 32 |
| CORPORATE GOVERNANCE | 42 |
| SHAREHOLDER PROPOSALS | 47 |
| OTHER MATTERS | 47 |
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