Armlogi (BTOC) Proxy filing summary

Executive summary

• Annual meeting scheduled virtually for Dec. 7, 2026; record date Oct. 23, 2026, with 2,840,226 common shares outstanding and one vote per share.

• FY2026 revenue was $185.8M, down 2.4%; gross profit was $0.4M versus a $3.0M gross loss in FY2025, while net loss widened to $20.9M from $15.3M.

Voting matters and shareholder proposals

• Board recommends FOR all five director nominees, auditor ratification, the 2026 Stock Incentive Plan, and a proposed share issuance to Aidy Chou for past services.

• Director nominees are elected by plurality; each other proposal requires a majority of votes cast. Broker discretion applies only to auditor ratification, not the other proposals.

• Proposed 2026 Plan authorizes 284,000 shares and adds an annual increase beginning Jan. 2027 equal to 10% of prior year-end shares outstanding, subject to Board reduction.

• Proposal seeks 400,000 fully vested shares for Chou as full compensation for past services, valued using the five-trading-day VWAP before the agreement’s effective date; issuance is conditional on required approvals and other conditions.

• If shareholders reject the Chou issuance, the shares will not be issued under the agreement and the Board will consider alternative compensation arrangements.

Board of directors and corporate governance

• Five nominees include three independent directors: Russell Morgan, Maxwell E. Lin, and David Chiu; Aidy Chou is CEO and Board Chair, with no lead independent director.

• Audit, Compensation, and Nominating and Corporate Governance committees each comprise three independent directors; Morgan chairs each committee and is the audit committee financial expert.

• In FY2026, the Audit Committee held one meeting plus informal calls and acted by written consent once; the Compensation and Nominating committees held no meetings or written-consent actions.

• Governance priorities for the future include developing executive compensation policies, enhancing public disclosure, and improving stockholder communications.

• Insider Trading Policy prohibits hedging, monetization, short sales, short-term trading, and publicly traded options in securities by directors, officers, and employees.