CNS Pharmaceuticals, Inc. (CNSP) Earnings Call Transcript & Summary

The seventh order of business on our agenda is to authorize the adjournment of the annual meeting, if necessary, to submit to solicit additional proxies if there are not sufficient votes at the time of the annual meeting or adjournment or postpone that they're out to approve any of the above proposals. The Board recommends the stockholders vote for approval of this proposal. At this time, please proceed to submit your votes pursuant to the online meeting website. [Voting]

Thank you. A vote will now be taken by ballot on the matters to be voted upon at this meeting. If you have not voted, please do so now. And if you want to change your vote, please do so now. The polls for voting on all matters before the annual meeting are hereby closed at this time. Has the inspector of election compile file the tabulation of voting?

I have.

We will now turn to the results of the balloting. Will the inspector of election please submit his report on the results of the balloting?

Having conducted the election and vote at the Annual Meeting of Stockholders of CNS Pharmaceuticals, Inc. held on November 17, 2025, I hereby certify that the holders of the common stock one, have elected the 6 nominees of the Board of Directors, which persons were named in the company's proxy statement as directors of the company. The votes for the directors were as follows: John Climaco, 33,328 shares voting for, 10,793 shares withheld; Jerzy George Gumulka, 31,329 shares voting for, 12,729 shares withheld; Jeffrey R. Keyes, 3,656 shares voting for 3,465 shares withheld; Faith Charles 33,207 shares voting for 10,914 shares withheld; Bettina Cockroft, 3,329 shares voting for 12,729 shares voting withheld; Amy Mahery, 33,339 shares voting for 10,792 shares withheld. Number two, have approved the ratification of the appointment of MaloneBailey LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2025. 1,374 shares voting for, 1,157 shares of voting against and 52,574 shares voting abstain. Number three, have adopted a nonbinding advisory resolution to approve executive compensation. 2,624 shares voting for, 2,822 shares voting against and 8,675 shares voting abstained. Number four, have approved a nonbinding advisory proposal on the frequency of holding future votes regarding executive compensation with 1 year being the 1 year being the vote recommended by the Board of Directors. 3,186 shares voting 1 year, 146 shares voting 2 years, 744 shares voting 3 years and 10,047 shares voting abstain. Five, have approved an amendment to the company's amended and restated articles of incorporation to increase the total number of authorized shares of common stock from 25 million shares to 300 million shares, and the total number of authorized shares of preferred stock from 416,667 shares to 5 million shares. 26,763 shares voting for 8,851 shares voting against and 8,509 shares voting abstain. Number six, have approved the amendments to the company's 2020 equity plan to increase the number of shares of common stock authorized for issuance under the 2020 equity plan, 27,030 shares voting for 8,563 shares voting against and 8,530 shares voting abstain. Number seven, have authorized the adjournment of the annual meeting if necessary to solicit additional proxies if there are not sufficient votes at the time of the annual meeting or adjournment or a postponement thereof to approve any of the above proposals, 136,234 shares voting for, 21,400 shares 1,416 shares loading against and 46,457 shares voting abstain.

From the report of the inspector of election, it appears and I now declare that: one, John Climaco, Jerzy George Gumulka, Jeffrey R. Keyes, Faith Charles, Bettina Cockroft and Amy Mahery have been elected to serve as directors until the 2026 Annual Meeting of Stockholders. Two, appointment of MaloneBailey LLP as the company's independent registered public accounting firm for the fiscal year ended December 31, 2025, has been ratified and approved. Three, a nonbinding advisory resolution to approve executive compensation has been adopted. Four a nonbinding advisory proposal on the frequency of holding future votes regarding executive compensation has been adopted with 1 year being the choice received the most votes. Five, an amendment to the company's amended articles amended and restated articles of incorporation to increase the number of authorized shares of common stock from 25 million shares to 300 million shares, and the total number of authorized shares of preferred stock from 416,667 shares to 5 million shares has been approved. Six, the amendment of the company's 2020 equity plan to increase the number of shares of common stock authorized for issuance under the 2020 equity plan has been approved. The authorization to adjourn the annual meeting, if necessary, to call additional proxies if there are not sufficient votes at the time of the annual meeting or adjournment or postponement thereof to approve any of the above proposals has been approved. Inspector of Election will execute a certificate as to the results of Valid, and such certificate will be filed in the Minute Book of the company along with the minutes of this meeting. This completes the only scheduled items of business to be conducted at this meeting. I declare that there is no further business to be brought before this meeting. I want to take the opportunity to thank the stockholders for their continued support and also to thank everyone for coming to the meeting. Since we have finished the formal business to be conducted at the meeting, the meeting is now adjourned. Thank you.