Banzai International (BNZI) Proxy filing summary

Executive summary

• A special virtual 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 would combine up to 20 shares into one, with the final ratio and timing at the Board's discretion, aiming to increase the share price and maintain Nasdaq listing compliance.

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

• The Board unanimously recommends voting in favor of both proposals.

Voting matters and shareholder proposals

• Proposal 1 seeks approval for a reverse stock split of up to 1-for-20 for both Class A and Class B shares.

• Proposal 2 allows the Board to adjourn the meeting to solicit more proxies if needed.

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

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

• Shareholders can revoke proxies before the meeting and must submit votes by April 27, 2026.

Board of directors and corporate governance

• The Board has discretion to implement or abandon the reverse split at any time before April 28, 2027.

• No other matters are expected at the meeting; if any arise, proxies may vote at their discretion.