AudioEye (AEYE) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on May 23, 2025, to elect four directors, hold advisory votes on executive compensation and its frequency, and ratify the appointment of the external auditor.

• Stockholders of record as of March 27, 2025, are eligible to vote on these matters.

• Proxy materials and the annual report are available online, and multiple voting methods are provided.

Voting matters and shareholder proposals

• Four director nominees are up for election to serve until the 2026 annual meeting.

• Advisory votes will be held on 2024 executive compensation and on the frequency of future say-on-pay votes, with the board recommending an annual vote.

• Ratification of MaloneBailey, LLP as the independent registered public accounting firm for 2025 is proposed.

• Stockholder proposals for the 2026 meeting must be submitted by December 11, 2025.

Board of directors and corporate governance

• The board will be reduced from five to four members after the meeting, with Dr. Carr Bettis not standing for re-election.

• Nominees include Katherine Fleming, James Hawkins, David Moradi, and Jamil Tahir, each with significant leadership and financial experience.

• Jamil Tahir will continue as Lead Independent Director, and David Moradi will become Chairman.

• All board committees (Audit, Compensation, Nominating and Corporate Governance) are composed of independent directors and met regularly in 2024.

• The board values diversity of experience and background, though no formal diversity policy exists.