AMC Robotics (AMCI) Proxy filing summary

Executive summary

• Virtual annual meeting scheduled for December 2, 2026; record date November 9. Agenda: elect four directors, approve SEPA issuances above Nasdaq’s Exchange Cap, and authorize adjournment; board recommends FOR all.

• Sean Da, through controlled entities, beneficially owns approximately 83% of outstanding common shares; director re-election and SEPA approval are expected.

Voting matters and shareholder proposals

• Director nominees are elected by plurality; the four highest FOR vote-getters win. SEPA and adjournment proposals require a majority of shares represented and entitled to vote.

• Abstentions count as AGAINST the SEPA and adjournment proposals; broker non-votes have no effect when shares are not entitled to vote on a proposal.

• The adjournment proposal would permit a later meeting date if necessary or desirable; the board recommends FOR.

• Rule 14a-8 proposals for the 2027 annual meeting must be delivered by the stated deadline; nominations and other proposals must meet bylaw advance-notice requirements.

Board of directors and corporate governance

• Four incumbent nominees: Sean Da, Hongfei Zhang, Dahe (Taylor) Zhang and Yong (David) Yan; three are independent under Nasdaq standards, while Da is CEO and non-independent.

• Annual director elections continue until Da no longer owns more than 50% of voting stock; then the board will be reorganized into classes with three-year terms.

• Audit, compensation, and nominating and governance committees comprise the three independent directors; Hongfei Zhang is the audit committee financial expert.

• The board combines chair and CEO roles, citing unified leadership and faster decisions; each incumbent director attended at least 75% of relevant 2025 board and committee meetings.