AI Financial (AIFC) Proxy filing summary

Executive summary

• Annual Meeting scheduled for February 27, 2026, to be held virtually for all shareholders of record as of January 30, 2026.

• Shareholders will vote on electing seven directors, ratifying the independent auditor, and potentially adjourning the meeting if necessary.

• Proxy materials, including the annual report, are distributed via mail and available online.

Voting matters and shareholder proposals

• Proposal 1: Election of seven directors for a one-year term.

• Proposal 2: Ratification of L J Soldinger Associates, LLC as independent auditor for fiscal 2025.

• Proposal 3: Approval to adjourn the meeting if deemed necessary.

• Board recommends voting FOR all proposals.

• No cumulative voting; plurality required for directors, majority for other proposals.

Board of directors and corporate governance

• Board consists of seven directors, with recent changes restoring Nasdaq independence compliance.

• Chairman is Zachary Witkoff; no Lead Independent Director currently.

• Board committees: Audit, Compensation, and Nominating/Governance, all comprised of independent directors.

• Board met 19 times in 2025, with high attendance and special committees formed as needed.