Longeveron (LGVN) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on July 1, 2026, with stockholders able to vote online or by proxy, enhancing accessibility and participation.

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

• Proxy materials are distributed primarily via internet, with paper copies available upon request, and voting is open to holders of record as of May 11, 2026.

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 to 175,000,000 shares.

• Approval for 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.

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

• Approval to adjourn the meeting if more time is needed to solicit votes for key proposals.

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, each with defined charters.

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

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