Banzai International (BNZI) Proxy filing summary

Executive summary

• Special meeting seeks approval of four proposals: expanded authorized shares, potential public-offering issuance, Evergreen note/warrant issuances, and meeting adjournment; the Board unanimously recommends FOR all.

• Meeting is virtual; holders of record as of September 28, 2026 may vote, with each Class A share carrying one vote and each Class B share carrying ten votes.

Voting matters and shareholder proposals

• Proposal 1 would raise authorized capital from 350 million to up to 850 million shares, including up to 750 million Class A shares, 25 million Class B shares and 75 million preferred shares; Class A allocation is at Board discretion.

• Proposal 2 seeks Nasdaq Rule 5635(d) approval for potential public financing of up to $14 million; transactions must close within three months of approval and may involve discounted securities subject to specified floor prices.

• Proposal 3 seeks approval for conversion and exercise issuances to Evergreen, including beyond the Exchange Cap, and for certain voluntary price adjustments; the Board recommends FOR.

• Proposal 4 would permit adjournment to solicit additional proxies or establish a quorum; approval requires a majority of voting power present or represented, even if less than a quorum.

• Proposals 1–3 require a majority of voting power present or represented and entitled to vote; abstentions count against, while broker non-votes generally have no effect.

Board of directors and corporate governance

• The Board unanimously approved the authorized-share amendment as advisable and in stockholders’ best interests; it may abandon the amendment before filing, even after stockholder approval.

• The Board unanimously recommends FOR each proposal; it may decide not to proceed with the potential offering based on market conditions, capital needs and other relevant factors.