Cycurion shareholders approve classified board and expanded equity plan at 2026 annual meeting

A classified board structure, a governance arrangement where directors serve in staggered terms and face re-election in rotation rather than all at once, was approved by shareholders of Cycurion, Inc. (NASDAQ: CYCU) at the company's annual meeting on July 23, 2026. Stockholders also approved an expanded equity incentive plan that adds preferred stock as a basis for compensation awards.

The classified board vote

The proposal passed 4,168,106 votes in favor to 527,110 against. There were 66,747 abstentions and 2,166,712 broker non-votes, meaning shares held by brokers whose clients gave no voting instruction on this non-routine proposal. Of the 12,247,792 voting shares outstanding as of the June 1, 2026 record date, 6,928,675 were represented at the meeting, clearing the 6,123,897-share quorum.

The board now divides into three classes. Class I directors serve until the 2027 annual meeting. Class II until 2028. Class III until 2029. After those initial terms, directors elected at each subsequent annual meeting will serve three-year terms.

Staggered terms and cause-only removal

The amended bylaws carry two provisions alongside the staggered structure. Directors can be removed only for cause, and that removal requires a majority of voting power of outstanding shares entitled to vote. Any board vacancy gets filled by the remaining directors, not by a new shareholder vote. A director filling a vacancy serves the remainder of that class's term.

An outsider seeking to replace a majority of the board would need to win at least two consecutive annual meetings. Advance notice procedures now apply to any shareholder wanting to nominate a director candidate.

The equity plan expansion

The Amended and Restated 2025 Equity Incentive Plan keeps most of the original plan intact. What changes is the asset class. The amended version allows awards tied to preferred stock in addition to common stock, adding restricted preferred stock, preferred stock units, dividend equivalent rights based on preferred stock and stock appreciation rights based on preferred stock.

The share reserve backing those awards can now be satisfied through either common stock or preferred stock. As of the June 1 record date, Cycurion had 10,662,429 shares of common stock and 1,585,363 shares of preferred voting stock outstanding. The full amended plan is filed as Exhibit 10.1 to the 8-K.

No specific award recipients or grant sizes appear in the filing. Cycurion's warrants trade on NASDAQ as CYCUW at an exercise price of $345.00 per share.