Cingulate Inc. Updates Board, Expands Equity Plan After 2026 AGM

What Happened

• Cingulate Inc. filed an 8-K reporting results of its July 9, 2026 Annual Meeting. Stockholders approved Amendment No. 3 to the 2021 Omnibus Equity Incentive Plan, increasing authorized shares under the plan by 625,000 shares to a new total of 2,221,126 shares. The amendment became effective upon stockholder approval.
• The Board reduced its size to five directors and made several leadership changes: Shane Schaffer (CEO) was appointed chairman of the Board; Jeff Hargroves was named lead independent director; Zhanpeng “Frederick” Jiang was named chair of the Audit Committee; Mr. Hargroves was named chair of the Nominating & Corporate Governance Committee; Bryan Lawrence chairs the Compensation Committee.

Key Details

• Equity Plan: Amendment increases available shares by 625,000 to 2,221,126 shares (effective July 9, 2026).
• Director election vote (Class II): Jeff Hargroves — 3,563,369 For; 40,558 Withhold; 4,672,130 broker non-votes.
• Auditor ratification: KPMG LLP ratified as independent registered public accounting firm — 8,153,858 For; 100,881 Against; 21,318 Abstain.
• Equity plan vote: 3,196,215 For; 372,123 Against; 35,589 Abstain; 4,672,130 broker non-votes.

Why It Matters

• The equity plan increase gives the company more shares available for future employee and director awards, which can be used for hiring and retention but may dilute existing shareholders over time (new total = 2,221,126 shares).
• Board leadership changes concentrate formal chair responsibilities with the CEO while establishing a lead independent director and refreshed committee chairs, which are relevant to governance oversight and investor relations.
• Ratification of KPMG provides continuity in external financial oversight. Large broker non-votes on certain proposals indicate many shares were not voted on non-routine matters by brokers, which can affect vote dynamics for corporate actions.