Banzai International (BNZI) Proxy filing summary

Executive summary

• A special virtual stockholder meeting is scheduled for April 28, 2026, to vote on two key proposals: a reverse stock split and the potential adjournment of the meeting if more votes are needed.

• The reverse stock split proposal seeks to consolidate up to 20 shares of both Class A and Class B Common Stock into one share, aiming to increase the per-share trading price and maintain Nasdaq listing compliance.

• The Board of Directors unanimously recommends voting in favor of both proposals, emphasizing the importance of shareholder participation.

• Shareholders of record as of April 6, 2026, are entitled to vote, with Class A shares carrying one vote each and Class B shares ten votes each.

Voting matters and shareholder proposals

• Proposal 1 requests approval for a reverse stock split at a ratio of up to 1-for-20, with the Board retaining discretion to implement or abandon it.

• Proposal 2 seeks approval to adjourn the meeting if necessary to solicit additional proxies for the reverse split.

• Both proposals require a majority of voting power present or represented by proxy for approval.

• Abstentions and broker non-votes count toward quorum but do not affect proposal outcomes.

• Shareholder proposals for future meetings must comply with SEC Rule 14a-8 and be submitted in writing.

Board of directors and corporate governance

• The Board has the authority to determine the timing and implementation of the reverse split up to one year after approval.

• The Board may abandon the reverse split at any time before it becomes effective.

• No other matters are currently expected to be presented at the meeting.