Amesite (AMST) Proxy filing summary

Executive summary

• Annual meeting scheduled for December 10, 2026, with six matters: two director elections, auditor ratification, reverse-split authority, private-offering issuance approval, say-on-pay, and say-on-pay frequency.

• Record date is October 13, 2026; 6,549,851 common shares were outstanding, with one vote per share.

• Meeting will be virtual; proxy materials are primarily delivered online to reduce printing costs and environmental impact.

Voting matters and shareholder proposals

• Board recommends voting for both director nominees, auditor ratification, reverse-split authority, securities issuance, and say-on-pay; it recommends annual future say-on-pay votes.

• Two Class III nominees, Gilbert S. Omenn and George Parmer, would each serve a three-year term; election requires a plurality of votes cast.

• Proposals 2–5 require a majority of votes cast; for frequency, the one-, two-, or three-year option with the most votes cast prevails.

• Rule 14a-8 proposals for the 2027 annual meeting must be received by June 16, 2027; director nomination notices are due August 12–September 11, 2027.

Board of directors and corporate governance

• Board has five directors; four—Barbie Brewer, J. Michael Losh, George Parmer, and Gilbert S. Omenn—were deemed independent.

• Ann Marie Sastry serves as CEO, President, and Board Chair; the board will continue reviewing its leadership structure and governance policies.

• Board met four times in FY2026; all directors attended at least 75% of board and applicable committee meetings.

• Audit, compensation, and governance/nominating committees have written charters; independent directors perform the governance and nominating committee function.

• Directors and officers are barred from hedging securities and, subject to limited exceptions, pledging them; an insider-trading policy and code of conduct are in place.