AMC Robotics (AMCI) Proxy filing summary

Executive summary

• December 2, 2026 virtual meeting agenda: elect four incumbent directors, approve SEPA share issuances above Nasdaq’s 19.99% Exchange Cap, and authorize adjournment if needed; board recommends FOR all proposals.

• Shengwei (Sean) Da controls 83.2% of outstanding common stock, and the filing expects the director nominees and SEPA proposal to be approved.

Voting matters and shareholder proposals

• Director nominees are elected by plurality; the four candidates receiving the most FOR votes win. The SEPA and adjournment proposals each require a majority of shares represented and entitled to vote.

• The SEPA allows purchases of up to $50 million, subject to conditions; the proposed approval would permit issuances above the 19.99% cap and could enable a Nasdaq-defined change of control.

• If approved, additional SEPA shares would dilute existing voting and economic interests and could increase price volatility; if rejected, access to SEPA capital remains capped, potentially requiring other financing.

• Stockholder proposals for the 2027 annual meeting must arrive by July 15, 2027 for Rule 14a-8 inclusion; nominations outside the proxy materials have a September 3–October 3, 2027 notice window.

Board of directors and corporate governance

• Four incumbent directors are nominated for one-year terms: Shengwei (Sean) Da, Hongfei Zhang, Dahe (Taylor) Zhang and Yong (David) Yan; three are Nasdaq-independent, while Da serves as CEO and Chairman.

• The board identifies controlled-company status but does not currently use available independence exemptions; audit, compensation and nominating/governance committees each comprise the three independent directors.

• Hongfei Zhang is the audit committee financial expert; each incumbent director attended at least 75% of relevant board and committee meetings during 2025.

• The board cites unified leadership and faster decisions as reasons for combining Chairman and CEO roles; it acted by unanimous written consent twice in 2025, while compensation and nominating/governance committees did not meet that year.