Cyclerion Therapeutics Inc
For the period ended Jun 16, 2025. Filed Apr 29, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 16, 2025 · Filed Apr 29, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material Pursuant to §240.14a-12 |
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Cyclerion Therapeutics, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required |
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| ☐ | Fee paid previously with preliminary materials |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
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Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders of Cyclerion Therapeutics, Inc. (the “Annual Meeting”). The Annual Meeting will be held on June 16, 2025, at 9:00 a.m., Eastern Time, in a virtual meeting format via live webcast.
We have designed the virtual format for ease of shareholder access and participation. Using online shareholder tools, shareholders may vote and submit questions online during the Annual Meeting by following the instructions in the accompanying materials.
It is important that you be represented at the Annual Meeting regardless of the number of shares you own. Whether or not you plan to attend the Annual Meeting online, we urge you to vote as soon as possible. The matters to be considered by shareholders at the Annual Meeting are described in the accompanying materials. You may vote by marking, signing and dating your proxy card and returning it in the envelope provided. Alternatively, you may vote over the Internet or by telephone. Voting over the Internet, by telephone or by written proxy will not prevent you from voting by attending online but will ensure that your vote is counted if you are unable to attend the Annual Meeting online. Please review the instructions on the proxy card regarding each of these voting options.
Your continued support of and interest in Cyclerion Therapeutics, Inc. are sincerely appreciated.
Sincerely,
/s/ Regina M. Graul
Regina M. Graul, Ph.D. President and Chief Executive Officer
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
| DATE & TIME: | June 16, 2025, at 9:00 a.m., Eastern Time. |
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| PLACE: | This year’s Annual Meeting of Shareholders (the “Annual Meeting”) of Cyclerion Therapeutics, Inc. (the “Company”) will be a virtual meeting, which will be conducted only via live webcast. Shareholders will only be able to participate in the Annual Meeting online, vote shares electronically and submit questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/CYCN2025. Instructions on how to attend the Annual Meeting online and vote shares are described in the accompanying materials. |
| ITEMS OF BUSINESS: | (1) To elect six directors for a term of one year (the “Election of Directors Proposal”); (2) To ratify the appointment of Ernst & Young LLP by the Audit Committee of the Board of Directors as the Company’s independent registered public accounting firm for the year ending December 31, 2025 (the “Auditor Ratification Proposal”); (3) To conduct an advisory (non-binding) vote to approve the compensation of the named executive officers; (4) To conduct an advisory (non-binding) vote on the frequency of advisory votes on compensation of the named executive officers; (5) To approve a proposal (the “Adjournment Proposal”) to adjourn the Annual Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Election of Directors Proposal and/or the Auditor Ratification Proposal; and (6) To transact such other business as may properly come before the Annual Meeting or any adjournment thereof. |
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on June 16, 2025: The Notice of Annual Meeting of Shareholders, the Proxy Statement and our 2024 Annual Report on Form 10-K are available atwww.proxyvote.com.
BY ORDER OF THE BOARD OF DIRECTORS,
/s/ Errol B. De Souza
Errol B. De Souza, Ph.D.
Chairman of the Board of Directors
Cambridge, MA
YOU ARE CORDIALLY INVITED TO ATTEND THE VIRTUAL ANNUAL MEETING. IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED REGARDLESS OF THE NUMBER OF SHARES YOU OWN. THE BOARD OF DIRECTORS URGES YOU TO COMPLETE, SIGN AND DATE THE ENCLOSED PROXY CARD AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. RETURNING THE PROXY CARD WILL NOT PREVENT YOU FROM VOTING ELECTRONICALLY DURING THE ANNUAL MEETING. IF YOU ATTEND THE ANNUAL MEETING AND WISH TO VOTE YOUR SHARES, YOUR PROXY WILL NOT BE USED. PLEASE REVIEW THE INSTRUCTIONS ON EACH OF THE VOTING OPTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT AS WELL AS ON THE PROXY CARD.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.