All In FutureTech Alliance (AIFA) Proxy filing summary

Executive summary

• The annual meeting will be held virtually in 2026, with voting on four key proposals including director elections, auditor ratification, an equity plan amendment, and a share issuance to an executive.

• The board recommends voting in favor of all proposals, emphasizing alignment with shareholder interests and corporate governance best practices.

• Proxy materials are distributed both in print and online, and shareholders can vote by internet, phone, mail, or during the meeting.

Voting matters and shareholder proposals

• Proposal 1: Elect two Class B, two Class C, and two Class A directors for staggered terms ending in 2027, 2028, and 2029, respectively.

• Proposal 2: Ratify ZH CPA, LLC as the independent auditor for fiscal year 2026.

• Proposal 3: Approve an amendment to the 2019 Equity Incentive Plan, increasing authorized shares to 1,911,281, including a significant award to the General Counsel.

• Proposal 4: Approve issuance of 707,730 shares to the President as compensation for a personal guaranty that enabled settlement of major litigation.

• Shareholder proposals and nominations for the 2027 meeting must comply with advance notice and bylaw requirements.

Board of directors and corporate governance

• The board is classified into three staggered classes, with six directors nominated for re-election.

• Five directors are considered independent under Nasdaq rules.

• Committees include Audit, Compensation, and Nominating & Corporate Governance, all with independent members and formal charters.

• The board emphasizes diversity, integrity, and professional qualifications in director selection.