Cyngn Inc. filed Definitive Additional Materials (DEFA14A) on October 30, 2026, supplementing its 2026 Annual Meeting proxy statement to disclose that director Karen Macleod has withdrawn as a nominee for re-election at the November 3, 2026 Annual Meeting of Stockholders.

Key Highlights

  • Withdrawal date: Karen Macleod notified the company on October 26, 2026, that she will not stand for re-election at the Annual Meeting.
  • No disagreement cited: According to the filing, her decision "was not the result of any disagreement with the Company on any matter relating to the Company's operations, policies, or practices."
  • Remaining nominee: James McDonnell remains the Board's sole nominee for election as a Class II director.
  • Board size unchanged: The size of the Board will remain at four directors, with one vacancy expected after the Annual Meeting.
  • No substitute nominee: The Board has not named a substitute nominee, and proxy holders will not vote for one.
  • Prior votes still valid: Any votes already cast for Ms. Macleod will be disregarded and not counted; existing proxy cards and voting instruction forms remain valid.

Cyngn Revises 2026 Director Nominee Slate Ahead of November 3 Annual Meeting

Cyngn Inc. (NASDAQ:CYN) filed supplemental proxy materials on October 30, 2026, informing stockholders of a change to the director nominees presented in the company's definitive proxy statement, which was originally filed with the Securities and Exchange Commission on September 21, 2026. The supplement relates to the company's 2026 Annual Meeting of Stockholders scheduled for November 3, 2026.

According to the filing, Karen Macleod, a current director of the company and one of two Board nominees for Class II director seats under Proposal 1, notified the company on October 26, 2026, that she would not stand for re-election. The filing states that her decision was not the result of any disagreement with the company on any matter relating to its operations, policies, or practices. Ms. Macleod is described as continuing to serve as a director until her resignation takes effect upon the closing of the polls for the director election at the Annual Meeting.

The filing states that the Board has not designated a substitute nominee, and that persons named as proxies will not vote for one. James McDonnell remains the only Board nominee for the Class II director seat. The company disclosed that the Board's size will remain at four directors following the Annual Meeting, with the Board intending to fill the resulting vacancy after the meeting. Stockholders who have already voted are told they do not need to resubmit their ballots unless they wish to change their vote; any votes cast for Ms. Macleod will be disregarded and not counted.

What Was Disclosed

Cyngn Inc. supplemented its 2026 Annual Meeting proxy statement to disclose that director Karen Macleod withdrew as a Class II nominee on October 26, 2026, with no disagreement cited. James McDonnell remains the sole nominee, and no substitute has been named.