Aqua Metals (AQMS) Proxy Filing summary

Executive summary

• A special meeting is scheduled for October 28, 2024, to vote on a reverse stock split and potential adjournment if more votes are needed.

• The reverse split aims to maintain compliance with Nasdaq's $1.00 minimum bid price requirement and avoid delisting.

• The board recommends approval of both proposals and highlights the risks and rationale for the reverse split.

Voting matters and shareholder proposals

• Proposal 1 seeks approval to amend the Certificate of Incorporation to effect a reverse split of common stock at a ratio between 1:2 and 1:20, with the exact ratio to be set by the board.

• Proposal 2 allows adjournment of the meeting to solicit more proxies if Proposal 1 lacks sufficient support.

• Both proposals require a majority of votes cast to pass.

• Abstentions and broker non-votes are not counted for or against the proposals.

Board of directors and corporate governance

• The board, led by Chairman Vincent L. DiVito, is actively soliciting proxies and recommends voting in favor of both proposals.

• Only stockholders of record as of September 16, 2024, may vote or attend.