AudioEye (AEYE) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on June 22, 2026, with voting on director elections and executive compensation.

• Stockholders can vote online, by phone, mail, or during the virtual meeting; record date is May 6, 2026.

• Proxy materials and the 2025 Annual Report are available online, and stockholders are encouraged to vote promptly.

Voting matters and shareholder proposals

• Stockholders will vote to elect five directors and to approve, on an advisory basis, 2025 executive compensation.

• Directors are elected by plurality; executive compensation approval requires a majority of shares present or represented by proxy.

• No other matters are scheduled for a vote, but proxies may vote on other business if it arises.

• Proposals for the 2027 Annual Meeting must be submitted by January 13, 2027.

Board of directors and corporate governance

• The Board consists of five nominees: Katherine Fleming, Kelly Georgevich, James Hawkins, David Moradi, and Jamil Tahir.

• Board leadership includes an Executive Chairman and a Lead Independent Director; three directors are independent.

• The Board has Audit, Compensation, and Nominating & Corporate Governance Committees, all composed of independent directors.

• Directors are evaluated on ethics, experience, and ability to represent all stockholders; diversity of experience is considered.

• Corporate Governance Guidelines and a Code of Business Conduct and Ethics are in place.