Banzai International (BNZI) Proxy filing summary

Executive summary

• Special meeting set for October 30, 2026, as a virtual-only meeting; the Board unanimously recommends voting FOR all four proposals.

• Proposals cover expanded share authorization, potential financing issuance, Evergreen note and warrant issuances, and adjournment to solicit additional proxies.

Voting matters and shareholder proposals

• Proposal 1 seeks authority for up to 850 million shares, including up to 750 million Class A shares; Proposal 2 seeks approval for potential financing issuances under Nasdaq Rule 5635(d).

• Proposal 3 seeks approval for Class A shares issuable under Evergreen’s note and warrants, including issuances above the Exchange Cap and certain price adjustments; Proposal 4 permits adjournment to seek more votes.

• Each proposal requires a majority of voting power present and entitled to vote; adjournment requires a majority of voting power present, even without a quorum. Abstentions count against; broker non-votes generally have no effect.

• Record date was September 28, 2026; Class A shares carry one vote each and Class B shares carry ten. A quorum requires 33⅓% of outstanding voting power.

Board of directors and corporate governance

• The Board unanimously supports all proposals and may abandon the authorized-share amendment before its filing becomes effective, even after stockholder approval.

• The Board may decide not to proceed with the potential offering based on market conditions, capital needs, and other factors it considers relevant.