Banzai International (BNZI) Proxy filing summary

Executive summary

• Special meeting scheduled for October 16, 2026, to vote on five key proposals, including a major asset purchase, corporate name change, equity plan amendments, reverse stock split authorization, and potential adjournment.

• Meeting will be held virtually, with stockholders able to participate online, submit questions, and listen to live responses.

• Record date for voting is September 28, 2026; Class A shares have one vote each, Class B shares have ten votes each.

• Board unanimously recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Proposal 1: Approve issuance of Class A Common Stock (including pre-funded warrants) for the ConnectAndSell asset purchase, potentially exceeding 20% of outstanding shares.

• Proposal 2: Amend certificate of incorporation to change the legal name to “Parabolic Technologies, Inc.”

• Proposal 3: Amend 2023 Equity Incentive Plan to increase share reserve by 787,425 shares, raise evergreen provision to 7.5% per year, and remove the cap on Incentive Stock Options.

• Proposal 4: Authorize the Board to effect one or more reverse stock splits at ratios between 1-for-5 and 1-for-1,000 within two years.

• Proposal 5: Approve adjournment of the meeting if necessary to solicit additional proxies.

Board of directors and corporate governance

• CEO Joseph Davy executed a Voting and Support Agreement to vote his shares in favor of the asset purchase issuance.

• Board retains discretion to abandon the name change or reverse split if deemed not in the best interests of the company.