Context Therapeutics Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect seven director nominees to the Board to serve until the 2027 Annual Meeting.

2. 2

   Ratification of Selection of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s selection of CohnReznick LLP as the Company’s independent registered public accounting firm for fiscal year 2026.

3. 3

   Approval of an Amendment to Increase Authorized Shares of Common Stock

   ManagementBoard: FOR

   Approve amendment to the Company’s Amended and Restated Certificate of Incorporation to increase authorized common shares from 200,000,000 to 300,000,000.

   More detail

   This management proposal asks stockholders to approve a charter amendment that increases the company’s authorized common shares by 100 million (from 200 million to 300 million), as reflected in the formal amendment text in Appendix A. Management and the Board frame the change as a measure to preserve corporate flexibility: additional authorized shares can be used for financing (public or private equity raises), strategic transactions, equity-based compensation for recruiting and retention, stock dividends, or other corporate purposes without delay. The filing discloses that as of April 13, 2026 the company had ~91.9 million issued and outstanding shares and approximately 88.0 million unreserved shares, with material reserves for options, the 2021 Incentive Plan and outstanding warrants, demonstrating why the Board considers the buffer necessary. The Board also notes that the amendment would not change the rights of existing shares except via dilution that could result from future issuances; accordingly they acknowledge potential dilutive impacts on earnings per share, voting power, and share value. The proposal explicitly permits the Board, after stockholder approval, to elect not to file the amendment, preserving Board discretion over timing. Management acknowledges that the new shares could, in some circumstances, be used in ways that have anti-takeover effects (e.g., dilute an activist stake or be issued to allies), and points to other charter/bylaw provisions that together could deter changes of control. The Board recommends approval as a pragmatic step to avoid the time and expense of repeated stockholder votes for routine financing and compensation needs, but shareholders should weigh the tradeoff between increased strategic flexibility for management and potential dilution and governance implications from additional authorized shares.

4. 4

   Approval of the Adjournment Proposal

   ManagementBoard: FOR

   Approve one or more adjournments of the Annual Meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to approve Proposal 3 at the time of the Annual Meeting.

   More detail

   This management proposal seeks stockholder authorization to adjourn the Annual Meeting one or more times to solicit additional proxies if there are not sufficient votes to approve the charter amendment (Proposal 3) or if the Nasdaq-required quorum (33 1/3% of outstanding shares) is not present initially. The Board argues this is a pragmatic procedural mechanism that permits additional outreach and time to secure a definitive shareholder decision on the Charter Amendment without permanently losing the opportunity to act if votes are close. The proposal must itself be approved by a majority of votes cast at the meeting; if approved, it would allow management to delay final action on Proposal 3 and attempt to persuade previously opposed or non-voting shareholders to support the amendment. Contextually, the company entered into a Stipulated Judgment and Certificate of Correction affecting director terms earlier in 2026 and also must comply with Nasdaq quorum rules, creating a non-standard meeting environment that increases the likelihood of adjournments. The Adjournment Proposal has governance implications because it could be used to reshape the timing and dynamics of a contested vote: opponents may view it as allowing management to continue solicitation until a favorable outcome is achieved, while proponents view it as a reasonable step to ensure that critical corporate actions are not blocked by procedural shortfalls. The Board recommends approval to preserve flexibility to complete the Charter Amendment and to maintain compliance with listing rules; shareholders should consider how additional solicitation windows could affect campaign dynamics, costs, and timing as well as the potential for extended uncertainty for the company.

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When is the Context Therapeutics Inc 2026 annual meeting?

Context Therapeutics Inc (CNTX) holds its 2026 annual shareholder meeting on Wednesday, June 24, 2026.

What is the record date for the Context Therapeutics Inc 2026 meeting?

The record date for the Context Therapeutics Inc 2026 meeting is Monday, April 27, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Context Therapeutics Inc's 2026 meeting?

The board is presenting 7 director nominees at the Context Therapeutics Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Context Therapeutics Inc 2026 meeting?

Shareholders will vote on 4 proposals at the Context Therapeutics Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.