Cycurion, Inc DEFA14A, filed Jul 9, 2026
Cycurion, Inc. (CYCU)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☐ | Definitive Proxy Statement |
| ☒ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
CYCURION, INC.
(Name of Registrant as Specified in Its Charter)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
EXPLANATORY NOTE
This supplement (the “Proxy Supplement”) updates the Definitive Proxy Statement (the “Proxy Statement”) and related proxy card (the “Original Proxy Card”) filed with the U.S. Securities and Exchange Commission on June 30, 2026 and previously furnished to stockholders of Cycurion, Inc., a Delaware corporation (the “Company”), in connection with the Company’s 2026 annual general meeting of stockholders to be held on July 23, 2026 at 12:00 p.m. Eastern Time (the “2026 Annual Meeting”).
This Proxy Supplement is being filed solely to correct an administrative oversight regarding certain voting options on the Original Proxy Card for Proposal No. 2 (Election of Directors) and Proposal No. 5 (Advisory Vote on Frequency of Future Say-on-Pay Votes) and to provide stockholders with a revised proxy card (the “Revised Proxy Card”) reflecting the correct voting choices for those proposals.
Specifically, it has come to the Company’s attention that certain voting channels may have displayed voting options that were inconsistent with the voting choices described in the Proxy Statement. To clarify the voting alternatives available to stockholders and to ensure that votes are tabulated consistently with the Proxy Statement, the Company is making available the Revised Proxy Card. The Revised Proxy Card is intended solely to conform the voting choices for Proposal No. 2 and Proposal No. 5 to those described in the Proxy Statement. The substance of the proposals has not changed. Accordingly, the Company is furnishing the Revised Proxy Card to stockholders of record as of June 1, 2026, the record date for the 2026 Annual Meeting.
For Proposal No. 2 (Election of Directors), the valid voting choices are “FOR” and “WITHHOLD.” Accordingly, votes previously submitted as “FOR” will remain “FOR,” while votes previously submitted as “AGAINST” or “ABSTAIN” will be reallocated and tabulated as “WITHHOLD.”
For Proposal No. 5 (Advisory Vote on Frequency of Future Say-on-Pay Votes), the valid voting choices are “1 YEAR,” “2 YEARS,” “3 YEARS,” and “ABSTAIN.” Accordingly, votes previously submitted as “FOR” will be reallocated and tabulated as “1 YEAR,” votes previously submitted as “AGAINST” will be reallocated and tabulated as “ABSTAIN,” and votes previously submitted as “ABSTAIN” will remain “ABSTAIN.”
This treatment is consistent with the descriptions contained in the Proxy Statement. The Company’s Board of Directors has recommended a vote of “1 YEAR” with respect to Proposal No. 5, and Proposal No. 2 is a director election proposal for which the appropriate voting choices are “FOR” or “WITHHOLD.”
Stockholders who have previously submitted proxies are not required to take any action. Unless a stockholder elects to submit a new proxy using the Revised Proxy Card or otherwise changes his or her voting instructions prior to the applicable voting deadline, previously submitted votes will be tabulated in accordance with the reallocations described above.
Any properly executed proxy submitted using the Revised Proxy Card will revoke and supersede any previously submitted proxy.
Stockholders may change their votes at any time before the 2026 Annual Meeting in accordance with the procedures described in the Proxy Statement. A properly submitted later-dated proxy, including a proxy submitted using the Revised Proxy Card, will supersede any previously submitted proxy to the extent permitted by applicable law and the procedures described in the Proxy Statement.
Except as described in this Proxy Supplement, the information contained in the Proxy Statement remains unchanged and continues to apply in all respects. Stockholders should read this Proxy Supplement together with the Proxy Statement and accompanying proxy materials.
