Western Acquisition Ventures Corp.
07/23/2026 | Press release | Distributed by Public on 07/23/2026 15:31
Amendments to Bylaws, Management Change/Compensation (Form 8-K)
Item 5.02 Compensatory Arrangements of Certain Officers.
Approval of Amended and Restated 2025 Equity Incentive Plan
At the Annual Meeting held on July 23, 2026, Cycurion, Inc. (the "Company") stockholders approved the Amended and Restated 2025 Equity Incentive Plan (the "A&R Equity Plan"), which was previously approved by the Board of Directors subject to stockholder approval.
The principal purpose of the A&R Equity Plan is to provide the Company with additional flexibility in structuring equity-based compensation arrangements and to assist the Company in attracting, retaining and motivating employees, directors and consultants.
The A&R Equity Plan amends and restates the Company's existing 2025 Equity Incentive Plan to, among other things:
| ● | permit awards to be granted with respect to preferred stock of the Company in addition to common stock; | |
| ● | permit restricted preferred stock, preferred stock units, dividend equivalent rights based on preferred stock, stock appreciation rights based on preferred stock, and other equity awards referencing preferred stock; | |
| ● | provide that the share reserve may be satisfied through the issuance of either common stock or preferred stock, as determined by the plan administrator; | |
| ● | authorize adjustments and administration provisions applicable to awards referencing either common stock or preferred stock; and | |
| ● | retain substantially all other material provisions of the existing plan. |
The foregoing description of the A&R Equity Plan is qualified in its entirety by reference to the full text of the A&R Equity Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Amendment to Second Amended and Restated Certificate of Incorporation
At the Annual Meeting, the Company's stockholders approved an amendment to the Company's Second Amended and Restated Certificate of Incorporation establishing a classified Board of Directors.
Effective July 23, 2026, Article 5.2(b) of the Company's Second Amended and Restated Certificate of Incorporation was amended to divide the Board of Directors into three classes, designated Class I, Class II and Class III, with staggered terms of office. Following the initial classification, directors elected at each annual meeting will generally serve three-year terms and until their successors are duly elected and qualified.
The amendment further authorizes the Board of Directors to assign incumbent directors to the respective classes upon effectiveness of the classified board structure.
The foregoing description is qualified in its entirety by reference to the Third Amendment to the Second Amended and Restated Certificate of Incorporation, filed as Exhibit 3.1 hereto and incorporated herein by reference.
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