Armlogi (BTOC) Proxy filing summary

Executive summary

• Annual meeting set for Dec. 7, 2026, virtually; Oct. 23, 2026 record date, with one vote per common share.

• FY26 revenue was $185.8m, down 2.4%; gross profit was $0.4m versus a $3.0m loss in FY25, while net loss widened to $20.9m from $15.3m.

• FY26 cash, cash equivalents and restricted cash totaled $6.5m, versus $13.6m at FY25 year-end.

Voting matters and shareholder proposals

• Stockholders will elect five directors; each nominee needs a plurality of votes cast, and the Board recommends FOR all five.

• Proposal 2 seeks ratification of ZH CPA, LLC for FY ending June 30, 2027; approval requires a majority of votes cast, and the Board recommends FOR.

• Proposal 3 seeks approval of the 2026 Stock Incentive Plan; a majority of votes cast is required, and the Board recommends FOR.

• Proposal 4 seeks approval to issue 400,000 shares to Aidy Chou for past services; a majority of votes cast is required, and the Board recommends FOR.

Board of directors and corporate governance

• Nominees are Aidy Chou, Tong Wu, Russell Morgan, Maxwell E. Lin and David Chiu; Morgan, Lin and Chiu are independent under Nasdaq standards.

• Chou serves as CEO and Board Chair; the Board has no lead independent director and retains flexibility on separating the roles.

• Three standing committees—Audit, Compensation, and Nominating and Corporate Governance—are composed of the three independent directors; Morgan chairs each and is the audit committee financial expert.

• The Compensation Committee and Nominating and Corporate Governance Committee held no meetings or written-consent actions in FY26; the Audit Committee held one meeting, several informal calls and one written consent.

• The Board plans future governance enhancements focused on executive compensation policies, public disclosure and stockholder communication.