Amaze Holdings (AMZE) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 12, 2025, and will be held virtually, with voting available online, by phone, or by mail.

• Eleven proposals are up for shareholder vote, including director elections, auditor ratification, stock conversions, reverse stock split, authorized share increase, equity plan amendment, and an ELOC issuance.

• The Board unanimously recommends voting FOR all proposals, which are designed to support strategic growth, capital flexibility, and compliance with NYSE American rules.

Voting matters and shareholder proposals

• Shareholders will vote on electing seven directors, ratifying Wipfli LLP as auditor, and approving conversions of Series A, B, C, and D Preferred Stock beyond share caps.

• Proposals include a reverse stock split (1-for-10 to 1-for-50), increasing authorized common stock to 250 million, amending the equity incentive plan, and approving an ELOC for up to $35 million.

• Approval is sought for the issuance of shares that could result in a change of control, and for adjournment if more votes are needed.

• Board and key shareholders have entered into support agreements to vote in favor of key proposals, including director elections and share issuances.

Board of directors and corporate governance

• The Board will expand to seven members, with nominees bringing expertise in technology, finance, marketing, and operations.

• Four directors are considered independent; three are not due to executive roles or significant service relationships.

• The Board has standing audit, compensation, and nominating/governance committees, each with defined charters and responsibilities.

• Shareholders can submit director nominations and communicate with the Board through established channels.