Arrive AI (ARAI) Proxy filing summary

Executive summary

• 2026 annual meeting set for Dec. 2, 2026, at 10 a.m. ET via live webcast; advance registration required by Dec. 1 at 9:30 a.m. ET.

• Ballot: elect four directors for terms through the 2027 annual meeting and ratify M & K CPAS, PLLC as auditor for FY2026.

• Business model described as smart Arrive Points and an autonomous last-mile network; AP3 units began revenue operations in 2025, while AP5 marketplace capabilities are in development.

Voting matters and shareholder proposals

• Board recommends FOR all four nominees—Daniel O'Toole, John Gallina, Kevin McAdams and Michael Fitz—and FOR auditor ratification.

• Director election requires a plurality; auditor ratification requires a majority of votes cast. Abstentions and broker non-votes have no effect on either proposal.

• Record date Oct. 12, 2026; 62,505,011 common shares outstanding, with one vote per share. Proposal 1 is non-routine; Proposal 2 is routine for broker voting.

• 2027 proposal-inclusion deadline: July 21; advance nominations and other business: Aug. 4–Sept. 3; universal proxy notice: Oct. 3, 2027.

Board of directors and corporate governance

• Six-member Board; John Ritchison and Neerav Shah will not seek re-election. Four nominees would leave a majority-independent Board after the meeting, completing the Nasdaq transition by the Apr. 9, 2027 deadline.

• John Gallina, Kevin McAdams and Michael Fitz are deemed independent; all three serve on each of the Audit and Finance, Compensation, and Corporate Governance and Nominating Committees.

• Daniel O'Toole combines Board Chair and CEO roles; there is no lead independent director, and independent directors periodically meet in executive session.

• The Board ceased to qualify as a controlled company on Apr. 9, 2026, after O'Toole's voting power fell below 50%; 90-day committee-independence milestones were satisfied.