Context Therapeutics (CNTX) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on June 24, 2026, with stockholders able to vote and submit questions online.

• Proxy materials are provided electronically to reduce costs and environmental impact, with options for paper copies upon request.

• Four main proposals are up for vote: election of directors, ratification of the auditor, amendment to increase authorized shares, and adjournment if needed.

Voting matters and shareholder proposals

• Seven directors are nominated for election to serve until the 2027 Annual Meeting.

• Proposal to ratify CohnReznick LLP as the independent auditor for fiscal year 2026.

• Proposal to amend the Certificate of Incorporation to increase authorized common stock from 200M to 300M shares.

• Proposal to approve adjournment of the meeting if more time is needed to solicit votes for the share increase.

• Stockholders may submit proposals for the 2027 meeting by December 29, 2026, following specific procedures.

Board of directors and corporate governance

• The board consists of seven members, all nominated for re-election, with a majority deemed independent under Nasdaq rules.

• Board committees include Audit, Compensation, and Nominating and Corporate Governance, each with independent members.

• The board has an independent chair, and separation of chair and CEO roles is maintained.

• Corporate Governance Guidelines and a Code of Business Conduct and Ethics are in place and overseen by the board.