CorMedix Inc.
For the period ended Jun 23, 2026. Filed Apr 29, 2026.
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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 23, 2026 · Filed Apr 29, 2026
Contents
PROXY STATEMENT
2026 ANNUAL MEETING OF STOCKHOLDERS
JUNE 23, 2026
This proxy statement has been prepared by, delivered and solicited on behalf of the management of CorMedix Inc., in connection with the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) to be held virtually atwww.virtualshareholdermeeting.com/CRMD2026, on June 23, 2026, at 9:00 a.m. Eastern Time.
Important Notice Regarding Internet Availability of Proxy Materials for the Annual Meeting to be Held on June 23, 2026:
This proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 are also available atwww.proxyvote.com.
In accordance with the rules of the SEC, instead of mailing a printed copy of our proxy materials to each stockholder of record, we are furnishing proxy materials, including the notice, this proxy statement, and a proxy card for the meeting, by providing access to them on the Internet to save printing costs and benefit the environment. These materials were first available on the Internet on or about April 29, 2026. We mailed a Notice of Internet Availability of Proxy Materials on or about April 29, 2026 to our stockholders of record and beneficial owners as of April 24, 2026, the record date for the meeting. This proxy statement and the Notice of Internet Availability of Proxy Materials contain instructions for accessing and reviewing our proxy materials on the Internet and for voting by proxy over the Internet. You will need to obtain your own Internet access if you choose to access the proxy materials or vote over the Internet. If you prefer to receive printed copies of our proxy materials, the Notice of Internet Availability of Proxy Materials contains instructions on how to request the materials by mail. You will not receive printed copies of the proxy materials unless you request them. If you elect to receive the materials by mail, you may also vote by proxy on the proxy card or voter instruction card that you will receive in response to your request.
GENERAL INFORMATION ABOUT SOLICITATION, VOTING AND ATTENDING
Who Can Vote
The Board has set April 24, 2026 as the record date for the Annual Meeting. If you owned shares of our common stock, shares of our Series E preferred stock or our Series C-3 preferred stock at the close of business on April 24, 2026, you may attend and vote at the Annual Meeting. Each common stockholder is entitled to one vote for each share of common stock held on all matters to be voted on. As of April 24, 2026, there were 78,442,290 shares of our common stock outstanding and entitled to vote at the meeting. Additionally, each Series E preferred stockholder is entitled to approximately 7.91425 votes for each share of Series E preferred stock held on all matters to be voted on. As of April 24, 2026, there were 89,623 shares of our Series E preferred stock outstanding and entitled to vote at the meeting. Pursuant to their respective terms, as of the record date, the shares of Series E preferred stock represent a total of approximately 709,299 votes. The outstanding shares of common stock and shares of Series E preferred stock represent an aggregate of approximately 79,151,589 votes entitled to be cast at the Annual Meeting. Under Section 204 of the DGCL, shares of putative stock are not entitled to vote on Proposal No. 4. Certain of our shares of Series E preferred stock currently constitute “putative stock” and are therefore not entitled to vote on Proposal No. 4. Accordingly, with respect to Proposal No. 4 there are only 53,537 valid shares of Series E preferred stock outstanding and entitled to vote on Proposal No. 4 and representing a total of approximately 423,705 votes with respect to all quorum and voting requirements for Proposal No. 4. While our outstanding Series C-3 preferred stock is generally non-voting, such shares have the right to vote on certain discrete actions, including amendments to the Certificate of Designation in respect of the Series C-3 preferred stock and the authorization and issuance of additional or other capital stock that is of senior rank to the Series C-3 preferred stock in respect of the preferences as to dividends and other distributions, amortization and/or redemption payments, and/or payments upon a Liquidation Event (as defined in the Amended and Restated Certificate of Designation of Series C-3 Non-Voting Convertible Preferred Stock of the Company filed with the Secretary of State of the State of Delaware on September 15, 2014). As such, the outstanding shares of the Series C-3 preferred stock are entitled to
vote on Proposal Nos. 4 and 5. Each Series C-3 preferred stockholder is entitled to approximately one vote for each share of Series C-3 preferred stock held thereby. As of April 24, 2026, there were 2,000 shares of our Series C-3 preferred stock outstanding and entitled to vote on Proposal Nos. 4 and 5. Pursuant to their respective terms, as of the record date, the shares of Series C-3 preferred stock represent a total of 2,000 votes.
Counting Votes
Consistent with Delaware state law and our By-laws, the presence, in person or by proxy, of the holders of at least a majority of the shares of stock entitled to be voted at the meeting on a proposal (collectively or with respect to a class or series vote) will constitute a quorum for purposes of voting on such proposal at the meeting. Once a share is represented for any purpose at the meeting, it is deemed present for quorum purposes for the remainder of the meeting and any adjournment, postponement or continuation thereof unless a new record date is set for the adjournment, postponement or continuation. Shares held of record by stockholders or their nominees who do not vote in advance by proxy or attend the meeting virtually will not be considered present or represented and will not be counted in determining the presence of a quorum. Signed proxies that withhold authority or reflect abstentions and “broker non-votes” will be counted for purposes of determining whether a quorum is present. “Broker non-votes” are proxies received from banks, brokerage firms or other nominees holding shares on behalf of their clients who have not been given specific voting instructions from their clients with respect to non-routine matters.
Assuming the presence of a quorum at the meeting with respect to each of the proposals:
Proposal No. 1. The election of directors will be determined by a plurality of the votes cast for each director nominee. This means that the seven nominees receiving the highest number of “FOR” votes will be elected as directors. Withheld votes and broker non-votes, if any, are not treated as votes cast, and therefore will have no effect on the proposal to elect directors.
Proposal No. 2. The advisory vote on the compensation of our named executive officers for 2025 requires the affirmative vote of a majority of the votes cast on the proposal. Abstentions and broker non-votes, if any, are not treated as votes cast, and therefore will have no effect on the proposal to approve our executive compensation.
Proposal No. 3. The ratification of the appointment of our independent registered public accounting firm requires the affirmative vote of a majority of the votes cast on the proposal. In this context, abstentions, if any, are not treated as votes cast, and therefore will have no effect on this proposal.
Proposal No. 4. The approval of the Ratification of COD Amendments Proposal requires the affirmative vote of (i) a majority of the outstanding shares of common stock, voting separately as a class; (ii) shares representing a majority of the voting power of the outstanding shares of common stock and the outstanding shares of the Series E preferred stock, voting together as a class; (iii) the holders representing 66⅔% of the outstanding shares of the Series E preferred stock, voting separately as a series; and (iv) the holders representing 66⅔% of the outstanding shares of the Series C-3 preferred stock, voting separately as a series. Abstentions and broker non-votes will have the same effect as an “AGAINST” vote on the Ratification of COD Amendments Proposal.
Proposal No. 5. The approval of the Amended Charter Proposal requires the affirmative vote of (i) shares representing a majority of the voting power of the outstanding shares of common stock and the outstanding shares of the Series E preferred stock, voting together as a class; (ii) the holders representing 66⅔% of the outstanding shares of the Series E preferred stock, voting separately as a series; and (iii) the holders representing 66⅔% of the outstanding shares of the Series C-3 preferred stock, voting separately as a series. Abstentions and broker non-votes will have the same effect as an “AGAINST” vote on Amended Charter Proposal.
Proposal No. 6. The approval of the Class Voting Proposal requires the affirmative vote of (i) shares representing a majority of the voting power of the outstanding shares of common stock and the outstanding shares of the Series E preferred stock, voting together as a class; (ii) a majority of the outstanding shares of common stock, voting separately as a class, and (iii) the holders representing 66⅔% of the outstanding shares of the Series E preferred stock, voting separately as a series. Abstentions and broker non-votes will have the same effect as an “AGAINST” vote on the Class Voting Proposal.
Proposal No. 7. The approval of the Exclusive Forum Proposal requires the affirmative vote of shares representing a majority of the voting power of the outstanding shares of common stock and the outstanding shares of the Series E preferred stock, voting together as a class. Abstentions and broker non-votes will have the same effect as an “AGAINST” vote on the Exclusive Forum Proposal.
Proposal No. 8. The approval of the Updating Officer Liability Provisions as Permitted by Delaware Law Proposal requires the affirmative vote of shares representing a majority of the voting power of the outstanding shares of common stock and the outstanding shares of the Series E preferred stock, voting together as a class. Abstentions and broker non-votes will have the same effect as an “AGAINST” vote on the Updating Officer Liability Provisions as Permitted by Delaware Law Proposal.
Proposal No. 9. The approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast on the proposal. Abstentions and broker non-votes, if any, are not treated as votes cast, and therefore will have no effect on the Adjournment Proposal.
With respect to “routine” matters, such as the ratification of the selection of our independent registered public accounting firm, a bank, brokerage firm, or other nominee has the authority (but is not required) under the rules governing self-regulatory organizations (“SRO rules”), including the Nasdaq Global Market, on which our common stock is listed, to vote its clients’ shares if the clients do not provide instructions. When a bank, brokerage firm or other nominee votes its clients’ shares on routine matters without receiving voting instructions, these shares are counted both for establishing a quorum to conduct business at the meeting and in determining the number of shares voted FOR, AGAINST or ABSTAINING with respect to such routine matters.
With respect to “non-routine” matters, such as the election of directors, the advisory vote to approve the compensation paid by the Company to its named executive officers, approval of the amendments to the Company’s certificate of incorporation, ratification of the COD Amendments and adjournment, a bank, brokerage firm, or other nominee is not permitted under the SRO rules to vote its clients’ shares if the clients do not provide instructions. The bank, brokerage firm, or other nominee will so note on the voting instruction form, and this constitutes a “broker non-vote.” Broker non-votes will be counted for purposes of establishing a quorum. Broker non-votes are not considered votes cast and, accordingly, will have no effect on the election of directors and advisory vote to approve compensation of the Company’s named executive officers. Broker non-votes and abstentions will have the same effect as a vote against the Ratification of COD Amendments Proposal, Amended Charter Proposal, Class Voting Proposal, Exclusive Forum Proposal and Updating Officer Liability Provisions as Permitted by Delaware Law Proposal.
Because the proposal for the advisory vote to approve the compensation paid by the Company to its executive officers requires a majority of votes cast for approval, and broker non-votes are not considered votes cast, a broker non-vote will have no effect on such proposal. While the election of directors is a non-routine matter, directors are elected by a plurality of the votes cast, which means that the seven nominees receiving the highest number of affirmative votes will be elected. As a result, votes withheld and broker non-votes have no effect on the election of directors.
In summary, if you do not provide voting instructions in accordance with his, her or its policies and procedures, your bank, brokerage firm, or other nominee may either:
cast a vote on routine matters;
cast a “broker non-vote” on non-routine matters; or
leave your shares unvoted altogether.
We strongly encourage you to provide instructions to your bank, brokerage firm, or other nominee in accordance with its policies and procedures. This action ensures that your shares will be voted in accordance with your wishes at the meeting.
Cost of this Proxy Solicitation
We will pay the cost of this proxy solicitation. In addition to soliciting proxies by mail, our directors and employees might solicit proxies personally and by telephone. None of these individuals will receive any additional compensation for this. We will, upon request, reimburse banks, brokerage firms and other nominees for their expenses in sending proxy materials to their principals and obtaining their proxies.
Additionally, the Company intends to use the services of D.F. King & Co. to assist in the solicitation of proxies and expects to pay market rates for such services, with an estimated fee of approximately $20,000, plus reasonable expenses. As the Annual Meeting approaches, certain stockholders may receive a telephone call from a representative of the proxy solicitor if the stockholder’s votes have not yet been received.
Attending the Annual Meeting
To attend the Annual Meeting, you will need to accesswww.virtualshareholdermeeting.com/CRMD2026 and enter your control number that is printed on your Notice of Internet Availability or Proxy Card. If you are a beneficial owner of shares held by a bank or broker, i.e., in “street name,” you may vote them at the Annual Meeting only if you obtain a legal proxy from the bank or broker and deliver such legal proxy to the inspector of election to obtain a control number for access to the Annual Meeting.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.