Alpha Cognition Inc

This management proposal asks shareholders to fix the size of the Board at six directors. Management is seeking shareholder approval because under the Company’s articles the shareholders fix the number of directors and, while there are currently seven directors, one director (Len Mertz) is not standing for re-election which creates an immediate need to re-establish the board size for the upcoming term. Approving six directors aligns the formal board size with the slate of six nominees the Board is presenting for election and avoids the need for an interim appointment or for electing a different number of nominees. From a governance perspective, the adjustment is procedural rather than strategic: it simplifies board composition following a voluntary departure while preserving the Board’s ability to appoint committees and maintain required independent members. The Proxy Statement notes the vote will be decided by a majority of votes cast, and that abstentions and broker non-votes are not counted as votes cast for this matter, which reduces the potential dilutive effect of abstentions. The Board recommends a vote FOR to ensure the Company has an appropriately sized and functional Board following the Meeting. For investors evaluating the proposal, the change does not alter control or introduce new directors—rather it formalizes the intended slate—and should be assessed primarily for any implications on committee workloads and independence. Given the Company’s disclosure that one director is departing and that nominees include a mix of independent and executive directors, the proposal supports continuity and straightforward governance administration.