Cycurion (NASDAQ: CYCU) wins support for classified board, reverse split

Q: What governance changes did Cycurion (CYCU) stockholders approve at the 2026 Annual Meeting?

Stockholders approved amendments creating a classified Board of Directors divided into three staggered classes. Related bylaw changes addressed director terms, board-filled vacancies, removal only for cause by majority vote, and advance notice procedures for stockholder director nominations.

Q: What reverse stock split authority did Cycurion (CYCU) receive?

Stockholders authorized the Board to effect one or more reverse stock splits of common stock. Approved ratios range from 3-for-1 to 75-for-1 , with aggregate reverse split authority not exceeding 250-for-1 , to be implemented at the Board’s discretion.

Q: How many Cycurion (CYCU) voting shares were outstanding for the 2026 Annual Meeting?

As of the June 1, 2026 record date, Cycurion had 12,247,792 shares of Voting Stock outstanding. This comprised 10,662,429 shares of Common Stock and 1,585,363 shares of Preferred Voting Stock entitled to vote at the meeting.

Q: What did Cycurion (CYCU) investors decide on executive compensation and say-on-pay frequency?

Investors approved, on a non-binding advisory basis , the compensation of named executive officers. They also favored holding future advisory say-on-pay votes every one year , aligning with the Board’s recommendation, and the Board determined to maintain an annual vote schedule.

Q: What is included in Cycurion (CYCU)’s Amended and Restated 2025 Equity Incentive Plan?

The A&R Equity Plan allows equity awards referencing preferred stock as well as common stock. It permits restricted preferred stock, preferred stock units, dividend equivalent rights, stock appreciation rights based on preferred stock, and other equity awards, while retaining substantially all material provisions of the prior plan.

Q: Which auditor did Cycurion (CYCU) stockholders ratify for fiscal 2026?

Stockholders ratified WWC, P.C. as Cycurion’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The appointment received 6,625,700 votes for, 189,272 against, and 113,703 abstentions, reflecting strong support for the auditor.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Cycurion, Inc. reported outcomes of its 2026 Annual Meeting of Stockholders. Stockholders approved amendments to establish a classified Board of Directors divided into three staggered classes, along with bylaw changes covering director terms, vacancies filled by the Board, removal only for cause, and advance notice procedures for director nominations.

Investors also approved an Amended and Restated 2025 Equity Incentive Plan that permits equity awards tied to preferred stock, ratified WWC, P.C. as auditor for the year ending December 31, 2026, supported annual advisory votes on executive compensation, and authorized the Board to implement one or more reverse stock splits of common stock at ratios between 3-for-1 and 75-for-1, with aggregate authority not exceeding 250-for-1.

Filing Explained

The classified board and amended equity plan are effective, while reverse-split timing and ratio remain subject to a later Board decision.

The July 23, 2026 8-K records that the classified-board charter and bylaw changes took effect that day, and that the amended equity plan became effective; the reverse-split vote instead gives the Board authority whose timing and ratio remain to be chosen.

The board is now divided into three classes, with initial terms reaching the 2027, 2028, and 2029 annual meetings; vacancies are filled by remaining directors, removal is only for cause, and advance notice applies to nominations.

The effective plan can support awards referencing preferred stock as well as common stock, and its share reserve can be satisfied with either security as the administrator determines; the filing does not report a resulting award or issuance.

For existing common holders, the reverse-split approval is a capacity rather than a completed consolidation: any share-count reduction and proportional price adjustment would depend on a later Board decision.

8-K Event Classification

4 items: 5.02, 5.03, 5.07, 9.01

4 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Voting Stock outstanding: 12,247,792 shares Common Stock outstanding: 10,662,429 shares Preferred Voting Stock outstanding: 1,585,363 shares +4 more

7 metrics

Voting Stock outstanding 12,247,792 shares Shares of Voting Stock outstanding as of June 1, 2026 record date

Common Stock outstanding 10,662,429 shares Common Stock included in Voting Stock outstanding on June 1, 2026

Preferred Voting Stock outstanding 1,585,363 shares Preferred Voting Stock included in Voting Stock outstanding on June 1, 2026

Voting Stock represented at meeting 6,928,675 shares Shares of Voting Stock represented in person or by proxy at the 2026 Annual Meeting

Quorum requirement 6,123,897 shares Minimum Voting Stock required to constitute a quorum at the 2026 Annual Meeting

Reverse split ratio range 3-for-1 to 75-for-1 Approved range for reverse stock splits of common stock

Aggregate reverse split authority 250-for-1 Maximum aggregate reverse stock split authority granted to the Board

Key Terms

classified Board of Directors, advance notice procedures, broker non-votes, non-binding advisory basis, +1 more

5 terms

classified Board of Directors regulatory

"approved an amendment establishing a classified Board of Directors"

advance notice procedures regulatory

"implements advance notice procedures for stockholder nominations of director candidates"

broker non-votes financial

"For | Against | Abstain | Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

non-binding advisory basis regulatory

"approved, on a non-binding advisory basis, the compensation"

A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.

reverse stock splits financial

"to effect one or more reverse stock splits of the Company’s issued"

A reverse stock split is when a company combines multiple existing shares into fewer higher-priced shares—like trading four small slices of a pie for one larger slice. It doesn’t change the overall value of an investor’s holdings immediately, but it raises the per-share price and can matter to investors because it can affect market perception, stock exchange listing eligibility, and trading liquidity, and it changes share counts used in investor metrics.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Understanding 8-K Material Events →

Available on EDGAR 07/23/2026 - 05:31 PM Accepted by SEC EDGAR 07/23/2026 - 05:30 PM

FAQ

What governance changes did Cycurion (CYCU) stockholders approve at the 2026 Annual Meeting?

Stockholders approved amendments creating a classified Board of Directors divided into three staggered classes. Related bylaw changes addressed director terms, board-filled vacancies, removal only for cause by majority vote, and advance notice procedures for stockholder director nominations.

What reverse stock split authority did Cycurion (CYCU) receive?

Stockholders authorized the Board to effect one or more reverse stock splits of common stock. Approved ratios range from 3-for-1 to 75-for-1, with aggregate reverse split authority not exceeding 250-for-1, to be implemented at the Board’s discretion.

How many Cycurion (CYCU) voting shares were outstanding for the 2026 Annual Meeting?

As of the June 1, 2026 record date, Cycurion had 12,247,792 shares of Voting Stock outstanding. This comprised 10,662,429 shares of Common Stock and 1,585,363 shares of Preferred Voting Stock entitled to vote at the meeting.

What did Cycurion (CYCU) investors decide on executive compensation and say-on-pay frequency?

Investors approved, on a non-binding advisory basis, the compensation of named executive officers. They also favored holding future advisory say-on-pay votes every one year, aligning with the Board’s recommendation, and the Board determined to maintain an annual vote schedule.

What is included in Cycurion (CYCU)’s Amended and Restated 2025 Equity Incentive Plan?

The A&R Equity Plan allows equity awards referencing preferred stock as well as common stock. It permits restricted preferred stock, preferred stock units, dividend equivalent rights, stock appreciation rights based on preferred stock, and other equity awards, while retaining substantially all material provisions of the prior plan.

Which auditor did Cycurion (CYCU) stockholders ratify for fiscal 2026?

Stockholders ratified WWC, P.C. as Cycurion’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The appointment received 6,625,700 votes for, 189,272 against, and 113,703 abstentions, reflecting strong support for the auditor.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): July 23, 2026

Cycurion, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	001-41214	86-3720717
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1640 Boro Place, Suite 420C McLean, Virginia (Address of principal executive offices)		22102 (Zip Code)

Registrant’s telephone number, including area code: (888) 341-6680

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common stock, par value $0.0001 per share	CYCU	The NASDAQ Stock Market LLC
Redeemable warrants, each exercisable for one share of common stock at an exercise price of $345.00 per share	CYCUW	The NASDAQ Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Compensatory Arrangements of Certain Officers.

Approval of Amended and Restated 2025 Equity Incentive Plan

At the Annual Meeting held on July 23, 2026, Cycurion, Inc. (the “Company”) stockholders approved the Amended and Restated 2025 Equity Incentive Plan (the “A&R Equity Plan”), which was previously approved by the Board of Directors subject to stockholder approval.

The principal purpose of the A&R Equity Plan is to provide the Company with additional flexibility in structuring equity-based compensation arrangements and to assist the Company in attracting, retaining and motivating employees, directors and consultants.

The A&R Equity Plan amends and restates the Company’s existing 2025 Equity Incentive Plan to, among other things:

	●	permit awards to be granted with respect to preferred stock of the Company in addition to common stock;
	●	permit restricted preferred stock, preferred stock units, dividend equivalent rights based on preferred stock, stock appreciation rights based on preferred stock, and other equity awards referencing preferred stock;
	●	provide that the share reserve may be satisfied through the issuance of either common stock or preferred stock, as determined by the plan administrator;
	●	authorize adjustments and administration provisions applicable to awards referencing either common stock or preferred stock; and
	●	retain substantially all other material provisions of the existing plan.

The foregoing description of the A&R Equity Plan is qualified in its entirety by reference to the full text of the A&R Equity Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Amendment to Second Amended and Restated Certificate of Incorporation

At the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Second Amended and Restated Certificate of Incorporation establishing a classified Board of Directors.

Effective July 23, 2026, Article 5.2(b) of the Company’s Second Amended and Restated Certificate of Incorporation was amended to divide the Board of Directors into three classes, designated Class I, Class II and Class III, with staggered terms of office. Following the initial classification, directors elected at each annual meeting will generally serve three-year terms and until their successors are duly elected and qualified.

The amendment further authorizes the Board of Directors to assign incumbent directors to the respective classes upon effectiveness of the classified board structure.

The foregoing description is qualified in its entirety by reference to the Third Amendment to the Second Amended and Restated Certificate of Incorporation, filed as Exhibit 3.1 hereto and incorporated herein by reference.

Amendment to Second Amended and Restated Bylaws

In connection with the stockholder approval of the classified board structure, the Company also adopted an Amendment to its Second Amended and Restated Bylaws, effective July 23, 2026.

The Amendment to the Second Amended and Restated Bylaws, among other things:

	●	establishes a three-class Board of Directors with staggered terms;
	●	provides that the initial Class I, Class II and Class III directors will serve until the Company’s 2027, 2028 and 2029 annual meetings, respectively;
	●	provides that newly created directorships and vacancies on the Board will be filled by the remaining directors and that any director so elected will serve for the remainder of the applicable class term;
	●	provides that directors may be removed only for cause by the holders of a majority of the voting power of the outstanding shares entitled to vote in the election of directors;
	●	implements advance notice procedures for stockholder nominations of director candidates; and
	●	makes related conforming changes to Article III of the Company’s bylaws.

The foregoing description is qualified in its entirety by reference to the Amendment to the Second Amended and Restated Bylaws, filed as Exhibit 3.2 hereto and incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On July 23, 2026, the Company held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). Holders of the Company’s Voting Stock as of the close of business on June 1, 2026, the record date for the Annual Meeting, were entitled to vote at the Annual Meeting. As of the record date, there were 12,247,792 shares of Voting Stock outstanding and entitled to vote, consisting of 10,662,429 shares of Common Stock and 1,585,363 shares of Preferred Voting Stock. A quorum was present at the Annual Meeting, with 6,928,675 shares of Voting Stock represented in person or by proxy, exceeding the 6,123,897 shares required to constitute a quorum. The matters voted upon at the Annual Meeting and the final voting results are set forth below

Proposal No. 1 - Charter Amendment to Establish a Classified Board

The Company’s stockholders approved the Amendment to the Company’s Amended and Restated Certificate of Incorporation to, among other things, implement a classified board structure under which the Board of Directors is divided into three classes with staggered three-year terms.