Cyngn Inc. Files 8-K: Director Changes & Officer Compensation Updates

TL;DR

Cyngn Inc. 8-K: Director shuffle, exec pay changes, and shareholder votes filed.

AI Summary

Cyngn Inc. filed an 8-K on December 4, 2025, reporting on several key events. These include the departure of a director, the election of a new director, and updates to compensatory arrangements for certain officers. The filing also covers the submission of matters to a vote of security holders and the filing of financial statements and exhibits.

Why It Matters

Changes in board composition and executive compensation can signal shifts in company strategy or governance, impacting investor confidence and future performance.

Risk Assessment

Risk Level: medium — Changes in directorship and executive compensation can indicate internal shifts that may affect company direction and investor sentiment.

Key Players & Entities

• Cyngn Inc. (company) — Registrant
• December 3, 2025 (date) — Earliest event reported
• December 4, 2025 (date) — Date of report
• Delaware (jurisdiction) — State of incorporation
• 1344 Terra Bella Avenue (address) — Principal executive offices
• Mountain View, CA 94043 (address) — Principal executive offices

FAQ

Filing Documents

• ea0268580-8k_cyngn.htm (8-K) — 36KB
• ea026858001ex10-1_cyngn.htm (EX-10.1) — 5KB
• 0001213900-25-118354.txt ( ) — 205KB
• cyn-20251203.xsd (EX-101.SCH) — 3KB
• cyn-20251203_lab.xml (EX-101.LAB) — 33KB
• cyn-20251203_pre.xml (EX-101.PRE) — 22KB
• ea0268580-8k_cyngn_htm.xml (XML) — 4KB

02. Departure of Directors or Certain

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On December 3, 2025, the stockholders of Cyngn Inc. (the "Company") approved and adopted an amendment (the "Plan Amendment") to the Company's 2021 Equity Incentive Plan, as amended (the "Plan"), at its 2025 annual meeting of stockholders (the "Annual Meeting"). A summary of the material terms of the Plan, as amended by the Plan Amendment, is included under the heading "Proposal No. 2: Amendment to the 2021 Equity Incentive Plan" in the definitive proxy statement filed by the Company in connection with the Annual Meeting with the Securities and Exchange Commission on October 22, 2025. The summary is qualified in its entirety by reference to the full text of the Plan, as amended by the Plan Amendment. A copy of the Plan amendment is filed herewith as Exhibit 10.1 and incorporated herein by reference.

07. Submission of Matters to a Vote

Item 5.07. Submission of Matters to a Vote of Security Holders. The Company held the Annual Meeting on December 3, 2025. At the Annual Meeting, the Company's stockholders were asked to vote upon: 1. The election of a Class I director to serve a three-year term expiring at the Company's 2028 annual meeting of stockholders and until such director's successor is duly elected and qualified. The nominee for election was Lior Tal; 2. The approval of the Plan Amendment to increase the number of shares of common stock available for issuance thereunder by 4,000,000 to 4,055,655; 3. The ratification of the appointment of CBIZ PCAs P.C. as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025; and 4. The approval of an adjournment or postponement of the Annual Meeting, if necessary, to continue to solicit votes for Proposal 2 or to establish a quorum. The results of the matters voted on at the Annual Meeting, based on the presence in person or by proxy of holders of record of 2,805,978 of the 7,974,380 shares of the Company's common stock entitled to vote, were as follows: 1. The stockholders approved the election of the director nominee to serve a three-year term as a Class I director until the 2028 annual meeting of stockholders and until such director's respective successor is duly elected and qualified, which required the affirmative vote of holders of a plurality of the votes cast. The voting results were as follows: For Withheld Broker Non-Votes Lior Tal 439,114 97,577 2,269,287 2. The stockholders approved the Plan Amendment, which required the affirmative vote of a majority of the votes cast. The voting results were as follows: For Against Abstain Broker Non-Votes 271,301 261,505 3,885 2,269,287 3. The stockholders ratified the appointment of CBIZ CPAs P.C. as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025, which required

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits Exhibit No. Description 10.1 Amendment to 2021 Equity Incentive Plan 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 1 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: December 4, 2025 CYNGN INC. By: /s/ Natalie Russell Natalie Russell Chief Financial Officer 2

View Full Filing

View this 8-K filing on SEC EDGAR